Corporate Director and Officer Liability: “Discretionaries” Not Fiduciaries, 1st Edition eBook

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For centuries, directors and officers have been identified as fiduciaries, bearing a legal and ethical duty to act in the best interests of those they represent. However, the liability standards that ordinarily exist are too lenient to be characterized as fiduciary. This misrepresentation is detrimental to the rule of law, contravenes reasonable investor expectations, and impairs the integrity of the financial markets.Corporate Director and Officer Liability: “Discretionaries” Not Fiduciaries calls for the removal of fiduciary status for corporate directors and officers in favor of the adoption of a new term that provides an accurate description; corporate directors and officers are, instead, ‘discretionaries.’ This term accurately portrays the status of corporate directors and officers who are held to varying standards of liability depending on the applicable facts and circumstances. Against this new model, the book addresses a wide range of key issues, including the duty of care, the business judgment rule, exculpation statutes, the duty of good faith, interested director transactions, derivative litigation, mergers and acquisitions, and closely held corporations.Original and thought-provoking, Corporate Director and Officer Liability offers an alternative framework that enhances corporate governance standards while protecting corporate fiduciaries from undue liability exposure.

This is a digital product.

Corporate Director and Officer Liability: “Discretionaries” Not Fiduciaries 1st Edition is written by Marc I. Steinberg and published by Oxford University Press. The Digital and eTextbook ISBNs for Corporate Director and Officer Liability are 9780197751510, 0197751512 and the print ISBNs are 9780197751503, 0197751504. Additional ISBNs for this eTextbook include 9780197751527, 9780197751534.