The Foundations of Anglo-American Corporate Fiduciary Law (International Corporate Law and Financial Market Regulation)

Synopsis

This Book Explores The Foundations And Evolution Of Modern Corporate Fiduciary Law In The United States And The United Kingdom. Today Us And Uk Fiduciary Law Provide Very Different Approaches To The Regulation Of Directorial Behaviour. However, As The Book Shows, The Law In Both Jurisdictions Borrowed From The Same Sources In Eighteenth- And Nineteenth-century English Fiduciary And Commercial Law. The Book Identifies The Shared Legal Foundations And Authorities And Explores The Drivers Of Corporate Fiduciary Law's Contemporary Divergence. In So Doing It Challenges The Prevailing Accounts Of Corporate Legal Change And Stability In The Us And The Uk-- Laws Are Evaluated According To Many Different Benchmarks. The Benchmarks We Select And Elevate - Such As Facilitating Informed Choice, Allocative Efficiency Or Distributional Fairness - Need Not Be Connected To The Drivers Of These Laws - The Reasons Why They Came Into Being. Laws May Be Tested Against Benchmarks Of Quality That Were Not Considered By The Law-maker. However, In Practice, Our Understanding Of Why A Law Came Into Being Is Rarely Isolated From Its Evaluation. If, For Example, The Generation Of Shareholder Value Is Taken As The Quality-benchmark For Corporate Law, But We Understand The Process Of Corporate Law-making To Be Infected With Managerial Bias, Then We Will Need Some Convincing That Such Laws Also Benefit Shareholders. Where Such Rules Do Not Benefit From A Compelling Explanation Of Why They Enable Value Generation, We Will Readily Grasp For The Reform Mantel-- Introduction: Corporate Legal Ideas -- Part I. Business Judgment And The Idea Of Honesty In The Exercise Of Delegated Power -- 1. Business Judgments: Origins -- 2. Business Judgments In Uk Corporate Law -- 3. The Foundations Of The Business Judgment Rule In The United States -- 4. The Structural Dissonance Of Delaware's Business Judgment Rule -- Part Ii. The Duty Of Care And The Ideas Of Reward And Undertaking -- 5. Origins: Between Laxity And Terror In Bailment And Trusts Law -- 6. The Origins Of The Director's Duty Of Care In The United States -- 7. The Delaware Duty Of Care: Fragments Of Jurisprudence -- 8. The Duty Of Care In The United Kingdom: In The Shadow Of Gross Negligence -- Part Iii. Self-dealing And The Idea Of The Corporation -- 9. Conceptions Of The Corporation -- 10. The United Kingdom: Contracting Out Of The Common Law -- 11. The United States: The Paths To Fairness Review -- Part Iv. Connected Assets And The Idea Of Property -- 12. Connected Assets In The United Kingdom: The Property Intuition -- 13. The Modern Uk Approach And The Disappearance Of Property -- 14. Connected Assets Law In The United States: Between Property And Prescription -- 15. Explaining Divergent Evolution In Connected Assets Law. David Kershaw, Professor Of Law, London School Of Economics And Political Science. Includes Bibliographical References And Index.