Debunking the Corporate Fiduciary Myth

44 Pages Posted: 5 Mar 2009 Last revised: 15 Sep 2011

See all articles by Kelli Alces Williams

Kelli Alces Williams

Florida State University - College of Law

Date Written: March 3, 2009


Corporate governance law is based on the premise that directors and officers are fiduciaries of the corporation. Scholars and courts have grappled with how best to define and enforce corporate fiduciary duties. Those efforts have resulted in the atrophy of corporate fiduciary duties to the point of obsolescence. This paper challenges the basic fiduciary premise of corporate governance law and reveals that the relationship between corporate managers and their respective firms is not a fiduciary one. Rather, the relationship among directors, officers, and corporations is one governed by narrow, judicially enforced standards that no longer resemble fiduciary obligations. Recognizing that the nature of the corporate governance relationships has changed dramatically and has moved to a post-fiduciary regime is an important first step in reshaping corporate governance to better fit the difficult times it now confronts. After debunking the corporate fiduciary myth, the article presents a new vision of corporate governance, one that is rooted in contractually-based disciplinary regimes that bind corporate managers, a more effective and efficient approach to regulating corporate governance.

Keywords: corporate governance, corporate law, fiduciary duties, contract

Suggested Citation

Williams, Kelli Alces, Debunking the Corporate Fiduciary Myth (March 3, 2009). Journal of Corporation Law, Vol 35, No. 2, p. 240, 2009; FSU College of Law, Public Law Research Paper No. 358. Available at SSRN:

Kelli Alces Williams (Contact Author)

Florida State University - College of Law ( email )

425 W. Jefferson Street
Tallahassee, FL 32306
United States

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