Corporate Director and Officer Liability "Discretionaries" Not Fiduciaries

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.

Marc I. Steinberg is the Radford Chair in Law and Professor of Law at the Southern Methodist University (SMU) Dedman School of Law. He has lectured or received appointments at several other premier universities, including the University of Cambridge, University of Oxford, UCLA, and the University of Pennsylvania. Professor Steinberg was an attorney at the U.S. SEC, serving in its Division of Enforcement and Office of General Counsel. He has been retained as an expert witness in several high-profile cases. Professor Steinberg is one of America's most prolific authors of securities law scholarship, having authored approximately 50 books and 150 law journal articles. He serves as editor-in-chief of The International Lawyer and The Securities Regulation Law Journal and is a life member of The American Law Institute.