Fiduciary Constraints: Correlating Obligation With Liability

67 Pages Posted: 10 May 2007

See all articles by Dana M. Muir

Dana M. Muir

University of Michigan - Stephen M. Ross School of Business

Cindy A. Schipani

University of Michigan, Stephen M. Ross School of Business

Abstract

State law seems to be ratcheting up the scrutiny of corporate behavior including the behavior of officers and executives. In this article we consider the issues that are likely to arise as officer conduct is scrutinized more closely using state corporate fiduciary principles. The challenge is not so much one of ensuring that fiduciary principles govern the conduct of corporate actors as it is correlating obligation with potential liability. We find in this paper that ERISA is helpful in anticipating the issues that state corporate law will confront in its increasing focus on officer liability. We look to ERISA to identify issues expected to arise as a result of the growing state law emphasis on individual liability and to consider alternative approaches to address those issues.

Keywords: ERISA, Fiduciary duty, Corporate governance

JEL Classification: K20, K22, K29, K39

Suggested Citation

Muir, Dana M. and Schipani, Cindy A., Fiduciary Constraints: Correlating Obligation With Liability. Wake Forest Law Review, Forthcoming, Ross School of Business Paper No. 1075, Available at SSRN: https://ssrn.com/abstract=985313

Dana M. Muir (Contact Author)

University of Michigan - Stephen M. Ross School of Business ( email )

701 Tappan Street
Ann Arbor, MI MI 48109
United States
313-763-3091 (Phone)
313-936-8715 (Fax)

Cindy A. Schipani

University of Michigan, Stephen M. Ross School of Business ( email )

701 Tappan Street
Ann Arbor, MI 48109
United States
(734) 763-2257 (Phone)
(734) 763-2257 (Fax)

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