Historically, there were two main fiduciary duties in corporate law, care and loyalty, and only the duty of loyalty was likely to lead to liability. In the 1980s and 1990s, the Delaware Supreme Court breathed life into the duty of care, created a number of intermediate standards of review,...

One of the fundamental debates in corporate law pits the authority of the board of directors to make business decisions without judicial interference against the accountability of directors to shareholders for their decisions. The business judgment rule attests to the value ascribed to authority...

A familiar problem to scholars of fiduciary law is that of definition. Fiduciary law has been called “messy,” “elusive,” and “unusually vexing.” In part, this is because fiduciary law principles appear in many areas of law, but are applied differently in each. This has made the...

Fiduciary duties in corporate law are pervasive, but courts tend to be very deferential to directors. Courts are right to be reluctant to make substantive business decisions, but they would be wrong to refuse to decide cases when the circumstances require. In this address, I offer two proposals...

I was invited to discuss decision theory and the firm for a conference on theories of choice. I believe that it is possible to deal productively with the subject matter of choosing and making decisions without actually settling upon any particular theory of choice. This is what transpires within...

Most people would acknowledge the importance of the duty of loyalty, but the same is not true of the duty of care. Historically, the corporate law duty of care has been underenforced at best, and arguably unenforced entirely. Some scholars do not consider the duty of care to be a fiduciary duty...

This is the text of a presentation made at the Notre Dame Law School Spring 2009 Symposium, quot;The Future of Fiduciary Duties in Corporate Lawquot;, on Friday, March 27, 2009. An article is in the works. Comments are welcome

Corporate law is characterized by a pervasive divergence between standards of conduct and standards of review. Courts often opine on the relatively-demanding standard of conduct, but their verdicts must be based on the more forgiving standard of review. Commentators defend this state of affairs...