ABSTRACT
The duty of corporate fiduciaries to act in the best interests of the firm lies at the heart of most stories about corporate law. It has occupied the center of what is probably the longest and most extensive debate in corporate law: whether the duties should be owed to shareholders alone or to other constituencies impacted by corporate decisions. Alterations to the character of fiduciary duties are regularly proposed by reformers as a way to reduce various harms, from plant closures to pollution. The character of the duty has been blamed for failures by the corporate form to advance public goods, leading to reforms like the ‘benefit corporation’. Finally, the fiduciary duty has generally been understood to be an important element in the modern project of controlling agency costs.
This paper is not about the shareholder primacy/stakeholder debate; it is about whether this long-standing debate actually matters. It takes up the question whether any visible real-world results follow an alteration of the character of fiduciary duties. Most importantly, it examines whether controlling the self-interested behavior of agents is really the central question of corporate law …
Tingle, Bryce and Spackman, Eldon, Do Corporate Fiduciary Duties Matter? Annals of Corporate Governance: volume 4: no 4, pp 272-326, 2019.
First posted 2020-06-04 07:03:08
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