Private Law Theory

Abstract:
A long-standing hallmark of the scholarship of Lyman Johnson and David Millon – both individually and as co-authors – has been their consistent focus on the social embeddedness of corporate law generally, and fiduciary duties in particular. By this I refer to their recognition that corporate law and fiduciary duties are deeply rooted in a complex of frameworks and institutions – legal, economic, institutional, professional, political, social, cultural, and moral – all of which impact one another collectively, and affect how people concretely behave and relate to one another in the marketplace. Specifically, Johnson and Millon have long argued for a more embracing conception of corporate purpose and fiduciary loyalty that preserves some capacity for corporate decision-makers to show regard for the interests of others — be they employees, creditors, commercial counterparties, local communities, or society in general. Recognition of the social embeddedness of corporate law and fiduciary duties likewise animates their holistic exploration of a wide range of actors – both private and public – who all collectively impact how these duties are understood and how fiduciaries actually behave …

Bruner, Christopher M, The Fiduciary Enterprise of Corporate Law (May 18, 2017). Washington and Lee Law Review, Vol 74, 2017.

First posted 2017-05-19 07:19:30