The Sarbanes-Oxley Act as Confirmation of Recent Trends in Director and Officer Fiduciary Obligations
Lisa M. Fairfax
George Washington University - Law School
St. John's Law Review, Vol. 76, p. 953, 2002
U of Maryland Legal Studies Research Paper No. 921061
This Article argues that, instead of dramatically altering the responsibilities of corporate officers and directors, Sarbanes-Oxley confirms at least some case law and other recent articulations of management's fiduciary duty. At a minimum, recent allegations regarding corporate misconduct may suggest some degree of confusion on the pat of corporate officers and directors about the manner in which they should comply with their fiduciary duty. By requiring more exacting standards of conduct from these corporate agents, Sarbanes-Oxley may not only clear up that confusion, but also may represent a natural extension of recent pronouncements by Delaware courts, the SEC and other bodies regarding the need for more enhanced standards of conduct.
Number of Pages in PDF File: 26
Keywords: Sarbanes-Oxley Act, fiduciary duty, corporate responsibilityAccepted Paper Series
Date posted: July 31, 2006
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