Wandering Mind as Fiduciary Breach: Cognitive Duties of Corporate Directors

15 Wm. & Mary Bus. L. Rev. 1 (2023).

Santa Clara Univ. Legal Studies Research Paper No. 4702850

51 Pages Posted: 2 Feb 2024 Last revised: 24 Mar 2024

See all articles by David G. Yosifon

David G. Yosifon

Santa Clara University - School of Law

Date Written: November 1, 2023

Abstract

Drawing on contemporary science and ancient wisdom, this Article assesses the ubiquitous human problem of mind wandering as it relates to the fiduciary obligations of corporate directors. Directors must endeavor to advance shareholder interests carefully and loyally. Boards have extremely wide latitude to determine the substance of corporate policies, but the law imposes certain
process obligations on corporate decision-making with particularity. Directors must approach their decision-making in an informed and deliberate way. They must listen to reports, and they must deliberate with their fellow directors before voting on corporate action at board meetings. This Article identifies the duty to concentrate as a heretofore unrecognized element of the fiduciary obligations of corporate directors. In the corporate boardroom, a wandering mind can be a fiduciary breach. Having made this innovative doctrinal contribution, the Article then situates its lessons in the context of a broader inquiry into the ways in which fiduciary concepts can inform an approach to personal renewal, excellence, and transcendence, in ordinary life, altogether separate from corporate affairs.

Keywords: Corporate law, corporate governance, fiduciary duties, directors, agency, cognition, mindfulness, concentration,

JEL Classification: A22, K20, K22

Suggested Citation

Yosifon, David G., Wandering Mind as Fiduciary Breach: Cognitive Duties of Corporate Directors (November 1, 2023). 15 Wm. & Mary Bus. L. Rev. 1 (2023)., Santa Clara Univ. Legal Studies Research Paper No. 4702850, Available at SSRN: https://ssrn.com/abstract=4702850

David G. Yosifon (Contact Author)

Santa Clara University - School of Law ( email )

500 El Camino Real
Santa Clara, CA 95053
United States

Do you have a job opening that you would like to promote on SSRN?

Paper statistics

Downloads
77
Abstract Views
487
Rank
633,807
PlumX Metrics