The foundations of Anglo-American corporate fiduciary law / David Kershaw, Professor of Law, London School of Economics and Political Science.
2018
KD2089 .K47 2018 (Map It)
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Details
Title
The foundations of Anglo-American corporate fiduciary law / David Kershaw, Professor of Law, London School of Economics and Political Science.
Published
Cambridge, United Kingdom ; New York, NY : Cambridge University Press, 2018.
Copyright
©2018
Call Number
KD2089 .K47 2018
ISBN
9781107092334 hardcover
1107092337 hardcover
9781108640534 (PDF ebook)
1107092337 hardcover
9781108640534 (PDF ebook)
Description
xxix, 517 pages ; 24 cm.
System Control No.
(OCoLC)1029100349
Summary
"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"-- Provided by publisher.
"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"-- Provided by publisher.
"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"-- Provided by publisher.
Bibliography, etc. Note
Includes bibliographical references and index.
Available in Other Form
ebook version : 9781108640534
Record Appears in
Gift
Purchased from the income of the Murray Fund
Gift
The Arthur W. Diamond Law Library
Purchased from the income of the Murray Fund
Table of Contents
Acknowledgements
ix
Table of Cases
xi
Introduction: Corporate Legal Ideas
1
pt. I
Business Judgment and the Idea of Honesty in the Exercise of Delegated Power
21
1.
Business Judgments: Origins
23
2.
Business Judgments in UK Corporate Law
39
3.
Foundations of the Business Judgment Rule in the United States
68
4.
Structural Dissonance of Delaware's Business Judgment Rule
93
pt. II
Duty of Care and the Ideas of Reward and Undertaking
135
5.
Origins: Between Laxity and Terror in Bailment and Trusts Law
137
6.
Origins of the Director's Duty of Care in the United States
174
7.
Delaware Duty of Care: Fragments of Jurisprudence
198
8.
Duty of Care in the United Kingdom: In the Shadow of Gross Negligence
229
pt. III
Self-Dealing and the Idea of the Corporation
283
9.
Conceptions of the Corporation
285
10.
United Kingdom: Contracting Out of the Common Law
309
11.
United States: The Paths to Fairness Review
322
pt. IV
Connected Assets and the Idea of Property
369
12.
Connected Assets Law in the United Kingdom: The Property Intuition
371
13.
Modern UK Approach and the Disappearance of Property
403
14.
Connected Assets Law in the United States: Between Property and Prescription
429
15.
Explaining Divergent Evolution in Connected Assets Law
462
Index
501