The Golden Leash and the Fiduciary Duty of Loyalty
Harvard Law School Forum on Corporate Governance and Financial Regulation, November 2017
3 Pages Posted: 4 Mar 2019
Date Written: November 8, 2017
The full-text of this paper can be found at: https://ssrn.com/abstract=2833399.
This piece expands upon the argument made in Gregory H. Shill, The Golden Leash and the Fiduciary Duty of Loyalty, 54 UCLA Law Review 1246 (2017). It examines novel supplemental compensation arrangements for corporate directors ("golden leashes") in light of the pragmatic ways in which Delaware courts have long interpreted the duty of loyalty in other contexts. It also posits the golden leash's landmark contribution as a recruitment device for change-minded outsiders, and unpacks the implications.
Keywords: Shareholder Activism, Corporate Law, Corporate Governance, Golden Leash, Director Compensation, Hedge Fund, Fiduciary, Duty of Loyalty, Delaware, Blockholder
JEL Classification: K22,
Suggested Citation: Suggested Citation