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The Foundations of Anglo-American Corporate Fiduciary Law

The Foundations of Anglo-American Corporate Fiduciary Law

Author: David Kershaw
Publisher: Cambridge University Press
ISBN: 9781107465305

Published In: January 2021
Format: Paperback
Jurisdiction: U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only
Hardback Edition ISBN: 9781107092334

List Price: HKD 598.00

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Description
Contents

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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.

Provides a detailed account of the foundations of corporate fiduciary law and enhances the reader's understanding of fiduciary law
Demonstrates the shared origins of many of the core policy concepts in modern US and UK company law, illustrating that the current legal position is explained by modern policy choices
Challenges dominant theories of corporate legal change and highlights the limited explanatory power of charter competition in this context

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 judgement 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: