Corporate Director and Officer Liability

Once again confirming his stature as a preeminent company law authority, Professor Marc Steinberg's most recent book superbly analyzing that directors and officers in fact are "discretionaries" is one of the most important works that has ever been written in the corporate and securities law fields. * Edward D. Herlihy, Partner, Wachtell, Lipton, Rosen & Katz *
At a time when Orwellian obscurantism is ascendant, Marc Steinberg's gimlet-eyed look at what accountability the law actually expects of those who are said to owe fiduciary duties to corporations is a refreshing example of how rigorous thinking can aid the difficult job of policymaking. Regardless whether you agree with his prescriptions, anyone concerned about striking the right balance between risk-taking and responsibility in corporate law will benefit from his thought-provoking analysis of the extent to which corporate leaders are legally accountable for the considerable discretion they exercise. Reality, not high-falutin rhetoric, must be the basis for sound corporate and securities law. * Leo E. Strine, Former Chief Justice, Delaware Supreme Court, former Chancellor,Delaware Court of Chancery *
Professor Steinberg's new book on director and officer liability is richly-researched, well-written, well-organized, and provocative. * E. Norman Veasey, Former Chief Justice, Delaware Supreme Court *
Professor Steinberg goes beneath the surface to look unflinchingly at how the law operates and makes a powerful case that the fiduciary headline doesn't match the story. * J. Travis Laster, Vice Chancellor, Delaware Court of Chancery *
Words matter. Marc Steinberg, one of the most informed and original voices in business law, demonstrates this in his highly readable and provocative new book. His target? Just the most sacred and fundamental principle of corporate law-fiduciary duties. If there is one thing executives, judges, and lawyers know about corporate law is that directors owe fiduciary duties to shareholders. Wrong says Professor Steinberg. The duties they owe are not "fiduciary" duties but rather a code of conduct that bears little relation to this common-law concept. Not only will readers learn a great deal about the substance of these duties, which is reason enough to read it, they may also come away convinced, as I was, that we should stop calling them by the wrong name. Even if they don't, it will be time well spent. * M. Todd Henderson, Michael J. Marks Professor of Law, University of ChicagoLaw School *
This important contribution to the literature on corporate governance explains how corporate directors and officers are held to widely varying standards of liability depending on relevant facts and circumstances and elucidates the wide variety of approaches to liability. The main argument, that describing officers and directors as fiduciaries is unacceptable because it mischaracterizes the legal landscape, is provocative and highly relevant to modern corporate lawyering. Anyone interested in understanding the legal risks facing corporate officers and directors would be wise to consider carefully the insights contained here. * Jonathan R. Macey, Sam Harris Professor of Corporate Law, Corporate Finance, and Securities Law, Yale Law School *
Once again, Professor Steinberg demonstrates his brilliance and gumption in critically evaluating and challenging concepts that have been too long ingrained in corporate lexicon. This is a must read from the law and business school classroom to the corporate boardroom. * Paul J. Geller, Partner, Robbins Geller Rudman & Dowd, LLP *
Marc I. Steinberg offers a thought-provoking challenge to the traditional understanding of corporate directors as fiduciaries and proposes a new concept based on the discretion that they exercise. This challenge is a must-read for everyone engaging with the law and practice of corporate governance. * Felix Steffek, Professor of Law, University of Cambridge, Faculty of Law *
Professor Steinberg has done an invaluable service to academia and the profession by forcing us to rethink the meaning of fiduciaries and their duties. For those of us in the Commonwealth, fiduciary duties do not include care and skill, which is tortious in nature, and reflects why US courts require gross negligence. But Professor Steinberg challenges even the duty of loyalty, which has taken on metaphysical cure-all properties, in the corporate and securities law world. It has been so diluted today that it is often better understood as a specific restraint on the exercise of discretionary power by directors, officers and controlling power-holders rather than an actuating duty. * Hans Tijo, CJ Koh Professor, The Faculty of Law, National University of Singapore *
This groundbreaking book is a masterful examination of the evolving landscape of corporate governance and liability. It challenges conventional notions of fiduciary duties, presenting an incisive argument for reclassifying directors and officers as 'discretionaries.' Professor Steinberg's unparalleled expertise, drawn from decades of legal scholarship and real world experience, shines through as he deconstructs the myths and realities of corporate accountability. With meticulously researched historical perspectives, robust legal analysis, and forward-thinking recommendations, this work is an indispensable resource. A thought-provoking contribution to the field, this book is as provocative as it is authoritative. * Stephen M. Bainbridge, William D. Warren Distinguished Professor of Law,UCLA School of Law *