Corporate finance law nerds, an SMU Dedman School of Law professor has a pricy terminology-and accountability-redefining new book for you.
Oxford University Press released Corporate Director and Officer Liability: “Discretionaries” Not Fiduciaries by Marc I. Steinberg on June 13 ($125 at global.oup.com/academic).
“This book is past due as it corrects a legal fiction: Corporate directors and officers are not fiduciaries,” he said. “Rather, they are ‘discretionaries’ whose legal obligations vary depending on the applicable facts and circumstances.”
The Rupert and Lillian Radford Professor of Law employs a horse racing metaphor.
“The just-enacted Delaware and Texas statutes amply illustrate that calling directors and officers fiduciaries is comparable to calling a donkey Secretariat,” Steinberg said.
This is a former Securities and Exchange Commission (SEC) enforcement attorney arguing the law should catch up with reality.
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Respected voices have taken note.
“Professor Steinberg goes beneath the surface to look unflinchingly at how the law operates and makes a powerful case that the fiduciary headline doesn’t match the story,” said J. Travis Laster, vice chancellor, Delaware Court of Chancery.
Leo E. Strine, former chief justice, Delaware Supreme Court, concluded, “Regardless of whether you agree with [Steinberg’s] prescriptions, anyone concerned about striking the right balance between risk-taking and responsibility in corporate law will benefit from his thought-provoking analysis.”Corporate finance law nerds, an SMU Dedman School of Law professor has a pricy terminology-and accountability-redefining new book for you.
Oxford University Press released Corporate Director and Officer Liability: “Discretionaries” Not Fiduciaries by Marc I. Steinberg on June 13 ($125 at global.oup.com/academic).
“This book is past due as it corrects a legal fiction: Corporate directors and officers are not fiduciaries,” he said. “Rather, they are ‘discretionaries’ whose legal obligations vary depending on the applicable facts and circumstances.”
The Rupert and Lillian Radford Professor of Law employs a horse racing metaphor.
“The just-enacted Delaware and Texas statutes amply illustrate that calling directors and officers fiduciaries is comparable to calling a donkey Secretariat,” Steinberg said.
This is a former Securities and Exchange Commission (SEC) enforcement attorney arguing the law should catch up with reality.
Respected voices have taken note.
“Professor Steinberg goes beneath the surface to look unflinchingly at how the law operates and makes a powerful case that the fiduciary headline doesn’t match the story,” said J. Travis Laster, vice chancellor, Delaware Court of Chancery.
Leo E. Strine, former chief justice, Delaware Supreme Court, concluded, “Regardless of whether you agree with [Steinberg’s] prescriptions, anyone concerned about striking the right balance between risk-taking and responsibility in corporate law will benefit from his thought-provoking analysis.”
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