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
Date Written: December 29, 2018
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: Suggested Citation