Bargaining for Fiduciary Duties: Preserving the Vulnerability of the Disadvantaged?

Opting In and Opting Out: Bargaining for Fiduciary Duties in Cooperative Ventures

“Package Deal”: The Curious Relationship Between Fiduciary Duties and the Implied Covenant of Good Faith and Fair Dealing in Delaware Limited Liability Companies

Since 1977, the popularity of the limited liability company (“LLC”) has grown tremendously, overtaking the corporation and the partnership as the preferred business structure in many jurisdictions. Amidst this growth in popularity, a legal debate has sparked concerning the existence, nature, and extent of the fiduciary and contractual duties owed in the LLC context. Drafters of LLC agreements c...

The Relationship between Formalization and Awareness of Fiduciary Duties of Board Members of Nonprofit Organizations

The purpose of this study is two-fold: firstly to examine the position of the Chairperson and the Executive Director regarding the awareness of board members of nonprofit organizations of their fiduciary duties, and secondly, to explore the impact of formalized organizational procedures and role definition on promoting awareness of fiduciary duties among board members. Data was collected from 1...

A Social Contract Account for CSR as an Extended Model of Corporate Governance (I): Rational Bargaining and Justification

This essay seeks to give a contractarian foundation to the concept of Corporate Social Responsibility (CSR), meant as an extended model of corporate governance of the firm. It focuses on justification according to the contractarian point of view (leaving compliance and implementation problems to a related article, [Sacconi 2004b, forthcoming in the Journal of Business Ethics]). It begins by pro...

The Fiduciary Relationship: Its Economic Character and Legal Consequences

Despite the centrality of fiduciary relationships to Anglo-American law, the scope of fiduciary rights and duties has eluded definition. Using the analytical tools provided by law and economics, in particular the principal-agent model, this Article provides a more precise definition offiduciary rights and duties in Anglo-American law and the economic consequences that such rights and duties gen...