Corporate Governance
AMERICAN BAR ASSOCIATION
Business Law Section Corporate Governance Committee International Developments Subcommittee
********************************************************************
Corporate Governance and Fiduciary Duties
A Multi-Jurisdictional Review of the Directors’ Relationship to the Corporation
The International Developments Subcommittee is in the process of preparing a analysis of the board of director’s relationship to the corporation, comparing concepts of fiduciary duty and other concepts of director duties in civil law and common law jurisdictions. This compilation contains draft papers from eleven jurisdictions, based on the propositions and template attached as Schedule A. Each paper is a working draft; the drafts are not yet complete, let alone conformed and edited. We expect that the papers will be significantly different in their final form. (We may also add other jurisdictions as this project progresses.) AS WORKS IN PROGRESS, THESE DRAFTS SHOULD NOT BE RELIED UPON AS THE BASIS FOR LEGAL ADVICE. We welcome comments and further contributions.
Tor #: 1323908.2
DRAFT: FOR DISCUSSION PURPOSES ONLY
SCHEDULE A
1.1 1.2
In common law jurisdictions fiduciary duties are the cornerstone of the relationship between directors and officers and the corporations they serve. Therefore what fiduciary duty means - what obligations and restrictions it imposes on directors and officers – is crucial to understanding corporate governance practice in a particular jurisdiction. To appreciate how corporate governance in non-common law jurisdictions may differ we need to investigate whether a similar fiduciary duty exists (or if some other concept is utilised) and what obligations and restrictions it imposes upon the conduct of directors and officers in those jurisdictions. TEMPLATE
1.3
A.
What does fiduciary mean?
The corporate model separates ownership from control. Fiduciary duties deal with the delegation of control to
Business Law Section Corporate Governance Committee International Developments Subcommittee
********************************************************************
Corporate Governance and Fiduciary Duties
A Multi-Jurisdictional Review of the Directors’ Relationship to the Corporation
The International Developments Subcommittee is in the process of preparing a analysis of the board of director’s relationship to the corporation, comparing concepts of fiduciary duty and other concepts of director duties in civil law and common law jurisdictions. This compilation contains draft papers from eleven jurisdictions, based on the propositions and template attached as Schedule A. Each paper is a working draft; the drafts are not yet complete, let alone conformed and edited. We expect that the papers will be significantly different in their final form. (We may also add other jurisdictions as this project progresses.) AS WORKS IN PROGRESS, THESE DRAFTS SHOULD NOT BE RELIED UPON AS THE BASIS FOR LEGAL ADVICE. We welcome comments and further contributions.
Tor #: 1323908.2
DRAFT: FOR DISCUSSION PURPOSES ONLY
SCHEDULE A
1.1 1.2
In common law jurisdictions fiduciary duties are the cornerstone of the relationship between directors and officers and the corporations they serve. Therefore what fiduciary duty means - what obligations and restrictions it imposes on directors and officers – is crucial to understanding corporate governance practice in a particular jurisdiction. To appreciate how corporate governance in non-common law jurisdictions may differ we need to investigate whether a similar fiduciary duty exists (or if some other concept is utilised) and what obligations and restrictions it imposes upon the conduct of directors and officers in those jurisdictions. TEMPLATE
1.3
A.
What does fiduciary mean?
The corporate model separates ownership from control. Fiduciary duties deal with the delegation of control to