This book reframes the role of corporate directors and officers as 'discretionaries' rather than 'fiduciaries' in the context of a wide range of key issues, including the duty of care, the business judgment rule, exculpation statutes, the duty of loyalty, and mergers and acquisitions.
This book reframes the role of corporate directors and officers as 'discretionaries' rather than 'fiduciaries' in the context of a wide range of key issues, including the duty of care, the business judgment rule, exculpation statutes, the duty of loyalty, and mergers and acquisitions.
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 company 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.
Inhaltsangabe
* 1: Corporate Directors and Officers Are "Discretionaries"-Not Fiduciaries * 2: Fiduciary Duties in Business Enterprises: A Historical and Contemporary Perspective * 3: The Illusion of Corporate Director and Officer Fiduciary Duty: The Duty of Care, the Business Judgment Rule, and Exculpation Statutes * 4: The Duty of Loyalty: Far More Bark than Bite * 5: Derivative Litigation: Corporate Directors Are "Discretionaries" * 6: Mergers, Acquisitions, and Dispositions: A Semblance of Fiduciary Duty * 7: Close Corporations: The Presence (or Waiver) of Fiduciary Duties * 8: Rhetoric versus Reality: The Federal Securities Laws * 9: Corporate Directors and Officers Are "Discretionaries": Proposed Standards of Liability * 10: The Clear Reality: "Discretionaries" Not Fiduciaries
* 1: Corporate Directors and Officers Are "Discretionaries"-Not Fiduciaries * 2: Fiduciary Duties in Business Enterprises: A Historical and Contemporary Perspective * 3: The Illusion of Corporate Director and Officer Fiduciary Duty: The Duty of Care, the Business Judgment Rule, and Exculpation Statutes * 4: The Duty of Loyalty: Far More Bark than Bite * 5: Derivative Litigation: Corporate Directors Are "Discretionaries" * 6: Mergers, Acquisitions, and Dispositions: A Semblance of Fiduciary Duty * 7: Close Corporations: The Presence (or Waiver) of Fiduciary Duties * 8: Rhetoric versus Reality: The Federal Securities Laws * 9: Corporate Directors and Officers Are "Discretionaries": Proposed Standards of Liability * 10: The Clear Reality: "Discretionaries" Not Fiduciaries
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