Metasemantics: A Normative Perspective (and the Case of Mood

Fiduciary Obligations in Business

Arthur B. Laby

Rutgers University School of Law

Jacob Hale Russell

Rutgers University School of Law

Description

The scholarship on fiduciary duties in business organizations is often pulled in two directions. While most observers would agree that business organizations are one of the key contexts for the application of the fiduciary obligation, corporate law theorists have often expressed disdain for the role of fiduciary duties, with the result that fiduciary law and theory have been out of step with the business world. This volume aims to rectify this situation by bringing together a range of scholars to analyze fiduciary relationships and the fiduciary obligation in the business context. Contributing authors examine fiduciary obligations in fields ranging from entity structure to bankruptcy to investment regulation. The volume demonstrates that fiduciary law can inform pressing corporate governance debates, including discussions over stakeholder models of the corporation that move beyond shareholder interests.

Key Features

• Offers perspectives from 19 leading scholars of business law • Examines both doctrinal and theoretical issues in fiduciary law as applied to business and corporate governance • Brings readers up to date with fiduciary and corporate governance debates over the past several decades

Contents

Part I. Identifying Fiduciaries and Their Duties: 1. Fiduciary duties on the temporal edges of agency relationships; 2. Extra large partnerships; 3. The three fiduciaries of Delaware corporate law—and Eisenberg’s error; 4. Trust, discretion, and ERISA fiduciary status; 5. Examining indenture trustee duties; Part II. Gaps and Alternatives in Fiduciary Regimes: 6. Conflicts of interest in investment advice: an expanded view; 7. A system of fiduciary protections for mutual funds; 8. Equitable duty: regulating corporate transactions in the vicinity of insolvency from a comparative perspective; 9. Equity, majoritarian governance, and the oppression remedy; 10. Fiduciary relationships in employee benefit plans; Part III. Historical and Comparative Perspectives: 11. Delaware corporate law and the ‘end of history’ in creditor protection; 12. The independent director in Delaware and German corporate law; 13. For whom are non-profit managers trustees? The contractual revolution in charity governance; 14. Fiduciary law and Japanese nonprofits: a historical and comparative synthesis; Part IV. Stakeholders and Society: 15. Corporations, directors’ duties and the public/private divide; 16. Stakeholder impartiality: a new classic approach for the objectives of the corporation; 17. Shareholder primacy in benefit corporations; 18. Self-interested fiduciaries and invulnerable beneficiaries: when fiduciary duties don’t fit; Index.

Additional Information

Level: Academic researchers, graduate students, legal practitioners

August 2021 254 x 178 mm c.400pp 978-1-108-48512-8 Hardback £150.00 / US$195.00