The Inadequacy of Fiduciary Duty Doctrine: Why Corporate Managers Have Little to Fear and What Might Be Done About it
34 Pages Posted: 18 Aug 2010
Date Written: 2007
This article examines the interconnectedness of corporate regulatory regimes and fiduciary duty doctrine and show how a misplaced belief that a strict common law fiduciary duty regime would control corporate managerial behavior led to a willingness to allow weak statutory restriction on such behavior. Examining the historical development of the corporate form, the article shows how changing conceptualizations of the corporate entity contributed to the current regime that places little meaningful control on managers and suggests that a renewed emphasis on fiduciary duties is necessary.
Suggested Citation: Suggested Citation