Fiduciary Duty

Private Litigation to Enforce Fiduciary Duties in Mutual Funds: Derivative Suits, Disinterested Directors and the Ideology of Investor Sovereignty

Do Employee Interests Affect Target Board Decisions About Acquisition Offers? Evidence from Changes in Unemployment Insurance

We explore whether employee interests affect the evaluation of acquisition offers by target boards of directors. Exploiting changes in state...

The Equilibrium Content of Corporate Federalism

This Article offers a positive political economy of corporate federalism. It draws on the history of corporate law and basic concepts of evolutionary...

Shifting Contours of Directors’ Fiduciary Duties and Norms in Comparative Corporate Governance

Corporate law and corporate governance are often called upon to address problems in international and transnational contexts. Financial markets are...

Corporate law primarily operates to reduce agency costs, but it also has an important role to play in protecting society from social harms resulting from...

Motivation, Information, Negotiation: Why Fiduciary Accountability Cannot Be Negotiable

In the debate over contractual freedom or enabling-versus-mandatory rules in fiduciary law, those who do not adhere to an unbridled contractatian...

Varieties of Shareholderism: Three Views of the Corporate Purpose Cathedral

This Chapter seeks to make three modest contributions by offering views of the corporate purpose cathedral that bear on the role of law in it. These views...

Mapping the Future of Insider Trading Law: Of Boundaries, Gaps, and Strategies

The current law on insider trading is arbitrary and unrationalized in its limited scope in a number of respects. For example, if a thief breaks into your...

Purpose Proposals

Repurposing the corporation is the hot issue in corporate governance. Commentators, investors and increasingly issuers, maintain that corporations...

Fiduciary Duty in Transitional Civil Law Jurisdictions Lessons from the Incomplete Law Theory

In Anglo-American law, fiduciary duty is the core legal concept to address conflicts among directors/managers and shareholders. The concept is...

Mutual funds’ strategic voting on environmental and social issues

Environmental and social (ES) funds in non-ES families must balance incorporating the stakeholder's interests they advertise and maximizing...

The Rise and Fall of Delaware's Takeover Standards

The takeover standards that we learn and teach in law school, Revlon, Unocal, Weinberger, and Blasius, appear to be in decline. In this chapter for the...