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The Core Fiduciary Duties of Outside Directors

36 Pages Posted: 13 Jun 2001  

Abstract

This article offers my personal, idiosyncratic overview of the principal fiduciary duties of outside directors, from a common law perspective, and what the remedies should be for breach of each of these duties. I discuss the four core fiduciary duties of directors: the duty of loyalty; the duty of care; the duty of disclosure; and the duty of special care when your company is a takeover target.

Suggested Citation

Black, Bernard S., The Core Fiduciary Duties of Outside Directors. As published in Asia Business Law Review, pp. 3-16, July 2001. Available at SSRN: https://ssrn.com/abstract=270749 or http://dx.doi.org/10.2139/ssrn.270749

Bernard S. Black (Contact Author)

Northwestern University - Pritzker School of Law ( email )

375 E. Chicago Ave
Chicago, IL 60611
United States
312-503-2784 (Phone)

Northwestern University - Kellogg School of Management

2001 Sheridan Road
Evanston, IL 60208
United States
847-491-5049 (Phone)

European Corporate Governance Institute (ECGI)

Brussels
Belgium

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