Corporate Directors and Officers — Fiduciaries or Discretionaries?
I have enjoyed the privilege of being a chaired professor at Southern Methodist University for over 35 years. That’s a good run, which I hope to keep going for a long while. In teaching my corporate and securities law courses during that time, a key principle arises with frequency — namely, that corporate directors and officers are fiduciaries. These fiduciaries are charged with acting in their respective corporation’s best interests with due care and loyalty. If they fail to do so — according to the rhetoric — they will be held accountable and subject to liability exposure. But is this merely rhetoric without substantive content? Is the term fiduciary a misnomer? In my new book, I answer these questions with a resounding “yes.”
