
To Call a Donkey a Racehorse: The Fiduciary Duty Misnomer in Corporate and Securities Law
In a new article, I address a subject that has been ignored for too long: The fiction of meaningful fiduciary standards in the corporate and securities laws contexts. My article explores the standards that legislatures and courts apply to corporate fiduciaries and demonstrates that the commonly-held framework does not reflect the situation that in fact prevails.
Officers and directors as fiduciaries to the corporations they serve is a recurrent theme in corporate law. Although not as vibrant under the federal securities laws, fiduciary duty concepts also arise there with some frequency (such as in the insider trading context as seen … Read more