Is there an Emerging Fiduciary Duty to Consider Human Rights?
30 Pages Posted: 16 Apr 2008
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
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