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FIDUCIARY LAW eJOURNAL"Delaware's Fiduciary Imagination: Going-Privates and Lord Eldon's Reprise"
DAVID KERSHAW, LSE Law School and ECGI, European Corporate Governance Institute (ECGI) What does it mean to be a fiduciary, and does it really matter whether the law labels a person a fiduciary or not? Until the late twentieth century Delaware corporate law could have given a singular, coherent answer to these questions; an answer that bore the deep imprint of fiduciary obligation fashioned in England in the early 19th century. Today, to its detriment, it is no longer able to provide clear answers to these questions. Through a close reading of Delaware’s early corporate fiduciary law and its contemporary going private case law, this article shows how late 20th century Delaware corporate law comingled, and then replaced, the traditional conception of what it means to be a fiduciary—which orbited the transfer and exercise of power (the power/undertaking conception)—with a conception which is power-blind and focused only on the influence and superiority that one person has over a more vulnerable other (the influence conception). The article tracks the accidental and unnoticed evolution of this conceptual shift and shows how it has altered the structure and source of Delaware fiduciary obligation, how it has significantly expanded the potential extent of fiduciary obligation, and how it has expanded the potential beneficiaries of such obligation. Delaware’s modern tool kit—including “the Duty of Loyalty”—as well as several modern fiduciary questions, uncertainties and anomalies are, the article argues, the product of this surreptitious 20th century appropriation of the conception of the “fiduciary”; without it, they would not exist. "Mapping Bad Charity"
JOHN PICTON, University of Liverpool Academic writing on the law of charity is normally, at least implicitly, premised on the view that founders, and major donors are ethically benign, or unproblematic. Recently, this assumption has come under sustained pressure. A new idea has entered both the public mind and the academic literature – ie the idea of bad charity. A gift from a tainted donor might damage the reputation of the receiving organisation. A founder might try and set prejudiced conditions intended to last forever. Or, a set of victims harmed by the founder might request that the trustees provide them with redress. In the light of this emergent change in attitude, a new legal map is required, charting the contours of the law of bad charity. "Tracing Director Liability Framework During Borderline Insolvency and Corporate Failure in India"
M. P. RAM MOHAN, Indian Institute of Management Ahmedabad The life of a company depends upon the fine balance betwee | ||||||||
