Oregon Law Review : Vol. 85 No. 4, p. 993-1026 : The Inadequacy of Fiduciary Duty Doctrine: Why Coporate Managers Have Little to Fear and What Might Be Done About It
Date
2007
Authors
Journal Title
Journal ISSN
Volume Title
Publisher
University of Oregon School of Law
Abstract
This Article explains the current state of corporate responsibility
by focusing on what has been largely disregarded in academic
discourse to date: the interconnectedness of regulatory regimes
and fiduciary duty doctrine. Part I begins by examining the history
and evolution of regulatory control over the corporate form.
In doing so, it shows the gradual loosening of control over corporations
as those entities gained prominence in the United States
economy. Part I also shows that this loosening
was accepted because of the belief that common law fiduciary
duty doctrine would provide sufficient monitoring of
managerial behavior.
Part II of this Article outlines the devolution of those corporate
fiduciary duties that were supposed to safeguard the corporate
arena. It explores the historic bases of the traditional
fiduciary duties of loyalty and care and examines how far the
doctrine has moved from these historic baselines over time. This
perspective shows that the effectiveness of traditional fiduciary
duties as a control mechanism over corporate management has
diminished greatly over time to the point where they now are of
little effect.
The Article concludes that the loosening of regulatory control
over corporate management, in the mistaken belief that fiduciary
duty would provide sufficient disciplining incentive, helped create
a culture where the current corporate scandals could flourish.
Description
34 p.
Keywords
Fiduciary duties
Citation
85 Or. L. Rev. 993 (2006)