Fiduciary Obligations in Business

Cambridge University Press, 9/9/2021
EAN 9781108485128, ISBN10: 110848512X

Hardcover, 400 pages, 25.4 x 17.8 x 2.2 cm
Language: English
Originally published in English

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.

Part I. Identifying Fiduciaries and Their Duties
1. Fiduciary duties on the temporal edges of agency relationships Deborah A. DeMott
2. Extra large partnerships Christine Hurt
3. The three fiduciaries of Delaware corporate law—and Eisenberg's error Lyman Johnson
4. Trust, discretion, and ERISA fiduciary status Arthur B. Laby
5. Examining indenture trustee duties Steven L. Schwarcz
Part II. Gaps and Alternatives in Fiduciary Regimes
6. Conflicts of interest in investment advice
an expanded view Quinn Curtis
7. A system of fiduciary protections for mutual funds Howell E. Jackson
8. Equitable duty
regulating corporate transactions in the vicinity of insolvency from a comparative perspective Edward J. Janger
9. Equity, majoritarian governance, and the oppression remedy Paul B. Miller
10. Fiduciary relationships in employee benefit plans Dana M. Muir
Part III. Historical and Comparative Perspectives
11. Delaware corporate law and the 'end of history' in creditor protection Jared A. Ellias and Robert J. Stark
12. The independent director in Delaware and German corporate law Christoph Kumpan
13. For whom are non-profit managers trustees? The contractual revolution in charity governance Jacob Hale Russell
14. Fiduciary law and Japanese nonprofits
a historical and comparative synthesis Masayuki Tamaruya
Part IV. Stakeholders and Society
15. Corporations, directors' duties and the public/private divide Jennifer G. Hill
16. Stakeholder impartiality
a new classic approach for the objectives of the corporation Amir N. Licht
17. Shareholder primacy in benefit corporations Julian Velasco
18. Self-interested fiduciaries and invulnerable beneficiaries
when fiduciary duties don't fit Kelli Alces Williams
Index.