Redefining the Fiduciary Duties of Corporate Directors in Accordance with the Team Production Model of Corporate Governance

Abstract

This article considers the "team production model" (TPM) of corporate governance set forth and elaborated upon by Margaret Blair and Lynn Stout. The author initially addresses how the locus of fiduciary duties should be respecified to be consistent with the TPM framework of corporate governance, should that paradigm be determined to be a descriptively more accurate model of public corporations than is the conventional agency mode, and then reviews the relatively complex calculations that would have to be carried out to determine how the performance of a TPM-style corporate board of directors measures up against these respecified fiduciary duties. Finally, the author discusses what practical significance of embracing the TPM by the courts as well as their subsequent respecification of the fiduciary duty standards to be consistent with this model, would have for corporate governance.

Keywords: corporate governance, fiduciary duties, team production model, TPM