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Conference Paper: In search of the nature and function of fiduciary loyalty of company directors: Some observations on Conaglen’s analysis

TitleIn search of the nature and function of fiduciary loyalty of company directors: Some observations on Conaglen’s analysis
Authors
Issue Date2007
PublisherCorporate Law Teachers Association
Citation
Corporate Law Teachers Association Conference 2007: Corporate Law and Corporate Governance: Stocktaking on Compliance and Enforcement, Melbourne, Australia, 4-6 February 2007 How to Cite?
AbstractGood corporate governance requires high standards of directors’ responsibilities. Directorial behaviour is often measured against conventional notions of fiduciary duties of directors. But fiduciary law is in a state of flux: although the core obligation of a fiduciary is an obligation of loyalty, what “fiduciary loyalty” encompasses is less clear. Conaglen recently suggests that the function of fiduciary loyalty is to protect nonfiduciary duties, and its nature is prophylactic and subsidiary. To directors, this means that a fiduciary duty of loyalty is imposed to protect performance of their other (non-fiduciary) duties such as the duty to act in the company’s best interests. This paper contends that his analysis is not supported by case law and creates a number of inexplicable implications for the fiduciary doctrine.. In the final analysis, a firm grip on the concept of “fiduciary loyalty” is essential before any corporate governance reforms can intelligently shape expectations for directors’ conduct.
Persistent Identifierhttp://hdl.handle.net/10722/112507

 

DC FieldValueLanguage
dc.contributor.authorLee, RWCen_HK
dc.date.accessioned2010-09-26T03:35:09Z-
dc.date.available2010-09-26T03:35:09Z-
dc.date.issued2007en_HK
dc.identifier.citationCorporate Law Teachers Association Conference 2007: Corporate Law and Corporate Governance: Stocktaking on Compliance and Enforcement, Melbourne, Australia, 4-6 February 2007-
dc.identifier.urihttp://hdl.handle.net/10722/112507-
dc.description.abstractGood corporate governance requires high standards of directors’ responsibilities. Directorial behaviour is often measured against conventional notions of fiduciary duties of directors. But fiduciary law is in a state of flux: although the core obligation of a fiduciary is an obligation of loyalty, what “fiduciary loyalty” encompasses is less clear. Conaglen recently suggests that the function of fiduciary loyalty is to protect nonfiduciary duties, and its nature is prophylactic and subsidiary. To directors, this means that a fiduciary duty of loyalty is imposed to protect performance of their other (non-fiduciary) duties such as the duty to act in the company’s best interests. This paper contends that his analysis is not supported by case law and creates a number of inexplicable implications for the fiduciary doctrine.. In the final analysis, a firm grip on the concept of “fiduciary loyalty” is essential before any corporate governance reforms can intelligently shape expectations for directors’ conduct.-
dc.languageengen_HK
dc.publisherCorporate Law Teachers Association-
dc.relation.ispartofCorporate Law Teachers Association Conferenceen_HK
dc.rightsThis work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivatives 4.0 International License.-
dc.titleIn search of the nature and function of fiduciary loyalty of company directors: Some observations on Conaglen’s analysisen_HK
dc.typeConference_Paperen_HK
dc.identifier.emailLee, RWC: rwcl@hku.hken_HK
dc.identifier.authorityLee, RWC=rp01258en_HK
dc.description.naturepostprint-
dc.identifier.hkuros133589en_HK

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