Stockholder Litigation, Fiduciary Duties, and the Officer Dilemma

Research Handbook on Representative Shareholder Litigation (Sean Griffith, Jessica Erickson, David Webber & Verity Winship eds., Edward Elgar Publishing Ltd., 2018)

29 Pages Posted: 12 Jul 2019

See all articles by Megan W Shaner

Megan W Shaner

University of Oklahoma College of Law

Date Written: December 29, 2018

Abstract

This book chapter traces the divergence between the development of director and officer fiduciary duties. The chapter explores the causes and consequences of this gap in corporate law. Using officer fiduciary doctrine as an example, the chapter highlights the fragile relationship between stockholder litigation and fiduciary duties and the consequences for doctrinal development. The chapter suggests remedial approaches targeted at officers' managerial role in the corporate enterprise and restoring a sense of integrity and morality in corporate management.

Keywords: stockholder litigation, fiduciary duties, officer, executive officer, shareholder litigation, corporate governance, corporation, c-suite, long arm statutes, agency costs, 141(a), Section 142, Delaware, oversight

JEL Classification: K22

Suggested Citation

Shaner, Megan, Stockholder Litigation, Fiduciary Duties, and the Officer Dilemma (December 29, 2018). Research Handbook on Representative Shareholder Litigation (Sean Griffith, Jessica Erickson, David Webber & Verity Winship eds., Edward Elgar Publishing Ltd., 2018). Available at SSRN: https://ssrn.com/abstract=3418609

Megan Shaner (Contact Author)

University of Oklahoma College of Law ( email )

300 Timberdell Road
Norman, OK 73019
United States
405-325-6619 (Phone)

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