Corporate Governance
Introductory
Fiduciary Duties
Legal duties that require decision-makers such as directors or officers to act loyally and carefully within the scope of their entrusted authority.
Why It Matters
Fiduciary duties are a central legal response to agency costs, especially where contracts cannot specify every future conflict or managerial decision.
Selected Literature
A short list of directly relevant archive entries.
1991
Advanced
The Economic Structure of Corporate Law
Frank H. Easterbrook and Daniel R. Fischel
Harvard University Press
2008
Intermediate
The Law and Economics of Self-Dealing
Simeon Djankov, Rafael La Porta, Florencio Lopez-de-Silanes, and Andrei Shleifer
Journal of Financial Economics
2017
Advanced
Agency Problems and Legal Strategies
John Armour, Henry Hansmann, and Reinier Kraakman
The Anatomy of Corporate Law
2017
Intermediate
Related Cases
1997
Securities Regulation
United States v. O'Hagan
521 U.S. 642 (1997)
Misappropriation theory of insider trading and tender-offer fraud rules.
1939
Corporate Law
Guth v. Loft, Inc.
5 A.2d 503 (Del. 1939)
Duty of loyalty and a corporate officer's appropriation of an opportunity connected to the corporation's business and resources.
1963
Securities Regulation
SEC v. Capital Gains Research Bureau, Inc.
375 U.S. 180 (1963)
Whether an investment adviser's undisclosed practice of trading before and after its recommendations could be enjoined under the Investment Advisers Act.
1985
Corporate Law
Smith v. Van Gorkom
488 A.2d 858 (Del. 1985)
Director duty of care and board process in approving a cash-out merger.