Government Governance and the Need to Reconcile Government Regulation with Board Fiduciary Duties

42 Pages Posted: 12 Oct 2012

See all articles by Lisa M. Fairfax

Lisa M. Fairfax

George Washington University - Law School

Date Written: 2011


Corporate governance scandals inevitably raise concerns about the extent to which corporate directors failed in their responsibility to monitor the corporation and its managers, especially in terms of the latter's’ misdeeds. Corporate governance reforms strive to shore up directors' roles by seeking to ensure that boards have sufficient incentives to engage in effective oversight and to hold the boards more accountable. The current financial crisis has ushered in an era of significant government reform of the financial system and involvement in corporate governance matters. Such involvement has increased board of directors' responsibilities but has not reconciled those responsibilities with board functions and fiduciary law, at least in Delaware. The lack of reconciliation not only represents a missed opportunity to reconsider boards' proper role and function within the modern public corporation, but also may undermine the effectiveness of reforms.

Keywords: Government Governance, Government Regulation, Board Fiduciary Duties, Delaware Corporate Law, Corporate Law, Delaware Law, Board of Directors, Fiduciary Duties, Fiduciary Duty, Financial Crisis, Director Responsibility, Government's Role in Governance, Golden Parachute, Incentive Awards, Clawbacks

JEL Classification: K2, K20, K22, K23, L21, M14, M41, P12

Suggested Citation

Fairfax, Lisa M., Government Governance and the Need to Reconcile Government Regulation with Board Fiduciary Duties (2011). Minnesota Law Review, Vol. 95, pp. 1692-1732, 2011, GWU Legal Studies Research Paper No. 2012-89, GWU Law School Public Law Research Paper No. 2012-89, Available at SSRN:

Lisa M. Fairfax (Contact Author)

George Washington University - Law School ( email )

2000 H Street, N.W.
Washington, DC 20052
United States
202-994-4630 (Phone)


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