Faculty Books
Corporate Director and Officer Liability: "Discretionaries" Not Fiduciaries
Files
ORCID (Links to author’s additional scholarship at ORCID.org)
Description
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.”
ISBN
9780197751534
Publication Date
2025
Publisher
Oxford Academic
Keywords
Discretionaries, Fiduciaries, Directors, Officers, Liability standards, Duty of care, Duty of loyalty, Business judgment rule, Shareholder litigation, Rule of law
Disciplines
Business Organizations Law | Commercial Law | Rule of Law
Recommended Citation
Marc I. Steinberg, Corporate Director and Officer Liability: “Discretionaries” Not Fiduciaries (Oxford Univ. Press 2025).
