A CONTRACTUAL APPROACH TO THE REGULATION OF CORPORATE DIRECTORS’ FIDUCIARY DUTIES

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María Gutiérrez Urtiaga

DOI:10.22495/cocv1i3p7

Abstract

Traditional American corporation statutes state that the business and affairs of the corporation shall be managed by a board of directors who act as fiduciaries of the corporation. The purpose of this paper is to explain the economic logic underlying the regulation of corporate directors’ fiduciary duties, placing special emphasis on the consequences of the adoption of protective measures for the directors such as indemnification and liability insurance.

Keywords: Corporate Governance, Corporate Directors, Fiduciary Duties

How to cite this paper: Gutiérrez Urtiaga, M. (2004). A contractual approach to the regulation of corporate directors’ fiduciary duties. Corporate Ownership & Control, 1(3), 72-80. http://doi.org/10.22495/cocv1i3p7