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

See all articles by Gregory H. Shill

Gregory H. Shill

University of Iowa College of Law; University of Iowa College of Engineering, National Advanced Driving Simulator

Multiple version iconThere are 2 versions of this paper

Date Written: November 8, 2017

Abstract

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

Shill, Gregory H., The Golden Leash and the Fiduciary Duty of Loyalty (November 8, 2017). Harvard Law School Forum on Corporate Governance and Financial Regulation, November 2017, Available at SSRN: https://ssrn.com/abstract=3345370 or http://dx.doi.org/10.2139/ssrn.3345370

Gregory H. Shill (Contact Author)

University of Iowa College of Law ( email )

Boyd Law Building
Iowa City, IA 52242
United States

University of Iowa College of Engineering, National Advanced Driving Simulator

2401 Oakdale Blvd.
Iowa City, IA 52242
United States

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