Having the Fiduciary Duty Talk: Model Advice for Corporate Officers (and Other Senior Agents)

University of Maryland, Business Lawyer, Vol. 63, November 2007

Washington & Lee Legal Studies Paper No. 2008-26

17 Pages Posted: 31 Jan 2008  

Lyman Johnson

Washington and Lee University - School of Law; University of St. Thomas, St. Paul/Minneapolis, MN - School of Law

Abstract

Countless legal materials address the fiduciary duties of corporate directors. These include extensive decisional law, numerous institutes and continuing legal education seminars, several treatises and casebooks, and the well-known Corporate Director's Guidebook, recently released in its fifth edition. By contrast, legal materials on the fiduciary duties of corporate officers - key actors and agents in any company - are quite sparse. Case law is meager and undeveloped, with even such a baseline issue as the applicability of the business judgment rule lacking resolution. Treatises, institutes, and other legal materials frequently lump officer fiduciary duties with those of directors or treat them as an afterthought or, in many instances, overlook the subject altogether. There is no preeminent, standard reference serving as the Corporate Officer's Guidebook.

This Article seeks to begin rectifying this glaring gap in legal literature and professional practice. Fiduciary duties as a vital component of an effective corporate governance system work on an ex ante basis - i.e., officers must be advised of such duties beforehand if such duties are to influence conduct. This Article describes the sources of legal material for deriving a succinct exposition of officer fiduciary duties and then provides suggested model fiduciary duty advice for lawyers to use in counseling corporate officers and other senior managers.

JEL Classification: G30, K20, K22, K00

Suggested Citation

Johnson, Lyman, Having the Fiduciary Duty Talk: Model Advice for Corporate Officers (and Other Senior Agents). University of Maryland, Business Lawyer, Vol. 63, November 2007; Washington & Lee Legal Studies Paper No. 2008-26. Available at SSRN: https://ssrn.com/abstract=1081886

Lyman P. Q. Johnson (Contact Author)

Washington and Lee University - School of Law ( email )

Lexington, VA 24450
United States
540-458-8515 (Phone)
540-458-8488 (Fax)

University of St. Thomas, St. Paul/Minneapolis, MN - School of Law

MSL 400, 1000 La Salle Avenue
Minneapolis, MN Minnesota 55403-2005
United States

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