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The Principal Theme Of This Book Is That Corporate Directors And Officers Are Not, In Actuality, Fiduciaries And That The Use Of This Term Should Be Abandoned. As The Book Highlights, The Liability Standards That Often Apply To Directors And Officers Are So Lenient That They Are Devoid Of Fiduciary Status. Accordingly, To Continue To Identify These Individuals As Fiduciaries Perpetuates A Fiction That Should Be Remedied. Rather, A New Substantive Term Should Be Recognized That Accurately And Objectively Portrays This Situation: The Corporate Director Or Officer Is A Discretionary. The Degree Of Discretion Allowed Before Liability Arises May Be Strict Or Expansive Depending On The Surrounding Facts And Circumstances. This Distinction Is Important As Legal Terms And Concepts Have Impact. They Are Relied Upon For What They Claim To Represent. Directors And Officers Accordingly Should Be Accurately Characterized As Discretionaries.-- Provided By Publisher.
This book investigates the legal validity of the term 'fiduciary' as applied to corporate directors and officers, arguing that current liability standards render the label inaccurate. Marc I. Steinberg, a recognized authority in securities and corporate law, utilizes an analysis of existing legal standards to propose a shift in terminology. He argues that the term 'fiduciary' creates a false expectation of accountability, suggesting instead that these individuals should be legally classified as 'discretionaries' to better reflect the reality of their limited liability and broad operational latitude.
What You Will Find
Legal scholars and practitioners view this work as a provocative challenge to established corporate governance terminology. Readers frequently note the author's rigorous approach to deconstructing long-standing legal concepts, making it a significant text for those interested in the evolution of corporate law.
Page Count:
0
Publication Date:
2025-01-01
Publisher:
New York : Oxford University Press,
ISBN-10:
0197751539
ISBN-13:
9780197751534
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