This Article presents an institutional choice perspective on the judicial role in enforcing corporate law, in light of the Delaware Supreme Court's recent formulation of a fiduciary duty of good faith. The Court's Disney decision allows for the possibility that director decisions will be...

Delaware recently amended its statutes to permit limited liability companies (quot;LLCsquot;) and limited partnerships to eliminate fiduciary duties. At the same time, Delaware law makes clear that the implied contractual duty of good faith and fair dealing may not be eliminated for these...

This Article offers a new theory of contractual obligation, one which remedies the weaknesses of prior autonomy-based contract theories. Contracts should be understood as transfers of property in a promisor's future actions. Understanding contracts as transfers allows for a theory of contract...

Wesley Hohfeld's scheme of jural relations possesses two fundamental strengths. First, the legal relations tend to correspond closely to potential legal results availing between individual persons – who can sue whom for what. Second, the system of “fundamental” relations possesses a...

Contractual and fiduciary relationships are the two primary mechanisms through which the law facilitates coordinated pursuit of our personal interests. Contract and fiduciary law are fields often represented in oppositional terms. Many believe that while contract law allows individuals to pursue...

Legal and extra-legal conceptions of loyalty often diverge, most notably in fiduciary law. Some consider this divergence problematic because they see loyalty duties as moral duties, or because they see loyalty as a moral virtue. This chapter raises doubts about a moralistic view of fiduciary...

This paper addresses the question whether acting to advance a corporation's purposes is the same thing as acting in that corporation's best interests. For some, these are equivalent cases of fiduciary loyalty. I will argue that there is a type of loyalty involved when directors advance corporate...

The fiduciary relationship is one of the most fundamental legal relationships, and its importance for both public and private law is increasingly recognized. Fiduciary mandates typically involve one person – the fiduciary – administering the affairs or property of other persons – an...