This Article assesses a fundamental puzzle concerning directors' fiduciary duties. While courts have gradually refined the content of fiduciary duties, they have yet to clearly determine which parties are the beneficiaries of these duties. In the standard Delaware pronouncement, directors owe...

Fiduciary theorists broadly agree that a duty of loyalty is fundamental to fiduciary relationships. They do not agree on a core minimum content of fiduciary loyalty. Some think that loyalty at the least requires the avoidance of conflicts of interest (and perhaps also conflicts of duties)....

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...

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...

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...

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...

This Essay reviews Nathan Oman's recent book, The Dignity of Commerce. The book is compelling, and it makes an important and original contribution to contract theory — a contribution that insightfully shows how markets matter. Yet, in the course of developing a market centered justification...

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...

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...