Fiduciary Duty

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Zhaoyi Li, Visiting Assistant Profoessor of Law at the Univeristy of Pittsburgh School of Law, has published a new article, Judicial Review of DIrectors’ Duty of Care: A Comparison Between U.S. & China. Here’s the abstract:

Articles 147 and 148 of the Company Law of the People’s Republic of China (“Chinese Company Law”) establish that directors owe a duty of care to their companies. However, both of these provisions fail to explain the role of judicial review in enforcing directors’ duty of care. The duty of care is a well-trodden territory in the United States, where directors’ liability is predicated on specific standards. The current American standard, adopted by many states, requires directors to “discharge their duties with the care that a person in a like position would reasonably believe appropriate under similar circumstances.” However, both the business judgment rule and Delaware General Corporate Law (“DGCL”) Section 102(b)(7) shield directors from responsibility for their actions, which may weaken the impact of the duty of care requirement on directors’ behavior.

To better allocate the responsibility for directors’ violations of the duty of care and promote the corporations’ development, it is essential that Chinese company law establish a unified standard of…

Ethan J. Leib, David L. Ponet, and Michael Serota have
posted “Mapping Public Fiduciary Relationships” on SSRN.  Here is the abstract:

Fiduciary political theorists have neglected to explore
sufficiently the difficulty of mapping fiduciary-beneficiary relationships in
the public sphere. This oversight is quite surprising given that the proper
mapping of fiduciary-beneficiary relationships in the private sphere is one of
the most longstanding and strongly contested debates within corporate law.
After decades of case law and scholarship directed towards the question of to
whom do a corporation’s directors or managers serve as fiduciaries, private law
theorists remain deeply divided. This debate within private law should be of
perennial interest to public fiduciary theorists because the cartography of
public fiduciary relationships is essential to operationalizing the project.
After all, it is only through identifying the relevant fiduciary and
beneficiary that one is able to determine the precise contours of the fiduciary
framework’s ethical architecture. As such, loose mapping of
fiduciary-beneficiary relationships in the public sphere precludes a clear
understanding of whose interests are pertinent to the public fiduciary’s
representation, and what the public fiduciary is to do when beneficiaries’
interests collide. The purpose of this chapter, then, is to