Changing Perceptions into Reality: Fiduciary Standards to Match the American Directors’ Monitoring Function

Authors

James D. Cox, Duke Law SchoolFollow

Document Type

Article

Publication Date

1989

Keywords

outside directors, board of directors, corporate boards, corporate governance, corporate liability

Abstract

This paper describes the historical fiduciary obligations of the American outside director and contrasts those obligations with prevailing obligations in today’s environment of the monitoring director. Special attention is devoted to the role of outside directors when their firm is the target of a takeover. In no other context are the demands on the outside director greater and more strain placed on the monitoring model than in the context of a corporate takeover. The final section of this paper examines the relief modern statutory provisions provide to the director and the monitoring function

Citation

James D. Cox, Changing Perceptions into Reality: Fiduciary Standards to Match the American Directors’ Monitoring Function, 1 Bond Law Review 218-232 (1989)