Stockholder Litigation, Fiduciary Duties, and the Officer Dilemma

Abstract

This book chapter traces the divergence between the development of director and officer fiduciary duties. The chapter explores the causes and consequences of this gap in corporate law. Using officer fiduciary doctrine as an example, the chapter highlights the fragile relationship between stockholder litigation and fiduciary duties and the consequences for doctrinal development. The chapter suggests remedial approaches targeted at officers' managerial role in the corporate enterprise and restoring a sense of integrity and morality in corporate management.