Stockholder Litigation, Fiduciary Duties, and the Officer Dilema

Stockholder Litigation, Fiduciary Duties, and the Officer Dilema

Description

This book chapter traces the divergence between the development of director and officer fiduciary duties. The chapter explores the causes and consequences of this gap in corporate law. Using officer fiduciary doctrine as an example, the chapter highlights the fragile relationship between stockholder litigation and fiduciary duties and the consequences for doctrinal development. The chapter suggests remedial approaches targeted at officers' managerial role in the corporate enterprise and restoring a sense of integrity and morality in corporate management.

Publication Title

Research Handbook on Representative Shareholder Litigation

Publication Date

2018

Publisher

Edward Elgar

Keywords

stockholder litigation, fiduciary duties, executive officer, shareholder litigation, corporate governance, corporation, c-suite, long arm statutes, agency costs, 141(a), Section 142, Delaware, oversight

Disciplines

Business Organizations Law

Stockholder Litigation, Fiduciary Duties, and the Officer Dilema

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