Corporate Director and Officer Liability - "Discretionaries" Not Fiduciaries | 2025

Corporate Director and Officer Liability - "Discretionaries" Not Fiduciaries | 2025

For centuries, directors and officers have been regarded as fiduciaries, entrusted with a legal and ethical duty to act in the best interests of those they serve. Yet, the liability standards applied to them are often too lenient to truly reflect fiduciary obligations. This mischaracterisation undermines the rule of law, distorts reasonable investor expectations, and weakens the integrity of financial markets.

Corporate Director and Officer Liability: "Discretionaries" Not Fiduciaries challenges this conventional view by advocating for the abandonment of the fiduciary label in favour of a more precise term: “discretionaries.” This designation better reflects the reality that directors and officers are subject to varying liability standards depending on specific contexts and circumstances.

Within this framework, the book explores critical topics such as the duty of care, the business judgment rule, exculpation provisions, the duty of good faith, conflict-of-interest transactions, derivative suits, mergers and acquisitions, and the governance of closely held corporations.

Innovative and provocative, Corporate Director and Officer Liability presents a redefined model that strengthens corporate governance while shielding directors and officers from disproportionate liability risks.

Table of Contents of Corporate Director and Officer Liability - "Discretionaries" Not Fiduciaries:

1:Corporate Directors and Officers Are "Discretionaries"-Not Fiduciaries
2:Fiduciary Duties in Business Enterprises: A Historical and Contemporary Perspective
3:The Illusion of Corporate Director and Officer Fiduciary Duty: The Duty of Care, the Business Judgment Rule, and Exculpation Statutes
4:The Duty of Loyalty: Far More Bark than Bite
5:Derivative Litigation: Corporate Directors Are "Discretionaries"
6:Mergers, Acquisitions, and Dispositions: A Semblance of Fiduciary Duty
7:Close Corporations: The Presence (or Waiver) of Fiduciary Duties
8:Rhetoric versus Reality: The Federal Securities Laws
9:Corporate Directors and Officers Are "Discretionaries": Proposed Standards of Liability
10:The Clear Reality: "Discretionaries" Not Fiduciaries