Is there an Emerging Fiduciary Duty to Consider Human Rights?

30 Pages Posted: 16 Apr 2008

See all articles by Cynthia A. Williams

Cynthia A. Williams

York University - Osgoode Hall Law School

John M. Conley

University of North Carolina School of Law

Abstract

In this Article we examine the fiduciary duties of boards of directors under Delaware law, and conclude that those duties today require Boards to consider the rights and interests of stakeholder groups, including those rights and interests exemplified in the international law of human rights. The Article will concentrate on three reasons why boards' fiduciary duties to their shareholders require consideration of international human rights: (1) the growing importance of Alien Tort Claims Act litigation (discussed in Part III); (2) changing institutional investor behavior (Part IV); and (3) developing public-private governance regimes (Part V), as illustrated by the United Nations Global Compact. To appreciate the context of these developments, the Article will start in Part II by sketching the changes occurring today in the social expectations of global business.

Keywords: Board of Directors, corporate governance, corporate social responsibility, fiduciary duties, institutional investors, international human rights, new governance

Suggested Citation

Williams, Cynthia A. and Conley, John M., Is there an Emerging Fiduciary Duty to Consider Human Rights?. University of Cincinnati Law Review, Vol. 74, No. 1, 2005, Available at SSRN: https://ssrn.com/abstract=1009293

Cynthia A. Williams (Contact Author)

York University - Osgoode Hall Law School ( email )

4700 Keele Street
Toronto, Ontario M3J 1P3
Canada
416-736-5545 (Phone)

John M. Conley

University of North Carolina School of Law ( email )

Van Hecke-Wettach Hall, 160 Ridge Road
CB #3380
Chapel Hill, NC 27599-3380
United States
919-962-8502 (Phone)

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