The Sarbanes-Oxley Act as Confirmation of Recent Trends in Director and Officer Fiduciary Obligations

26 Pages Posted: 31 Jul 2006

See all articles by Lisa M. Fairfax

Lisa M. Fairfax

University of Pennsylvania Carey Law School - Institute for Law and Economics

Abstract

This Article argues that, instead of dramatically altering the responsibilities of corporate officers and directors, Sarbanes-Oxley confirms at least some case law and other recent articulations of management's fiduciary duty. At a minimum, recent allegations regarding corporate misconduct may suggest some degree of confusion on the pat of corporate officers and directors about the manner in which they should comply with their fiduciary duty. By requiring more exacting standards of conduct from these corporate agents, Sarbanes-Oxley may not only clear up that confusion, but also may represent a natural extension of recent pronouncements by Delaware courts, the SEC and other bodies regarding the need for more enhanced standards of conduct.

Keywords: Sarbanes-Oxley Act, fiduciary duty, corporate responsibility

Suggested Citation

Fairfax, Lisa M., The Sarbanes-Oxley Act as Confirmation of Recent Trends in Director and Officer Fiduciary Obligations. St. John's Law Review, Vol. 76, p. 953, 2002, U of Maryland Legal Studies Research Paper No. 921061, Available at SSRN: https://ssrn.com/abstract=921061

Lisa M. Fairfax (Contact Author)

University of Pennsylvania Carey Law School - Institute for Law and Economics ( email )

3501 Sansom Street
University of Pennsylvania Carey School of Law
Philadelphia, PA 19104
United States
215-746-2243 (Phone)
215-573-2025 (Fax)

HOME PAGE: http://https://www.law.upenn.edu/faculty/fairfaxl

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