The Contractual Duty Of Loyalty
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The Contractual Duty Of Loyalty
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Author : Jori Munukka
language : en
Publisher:
Release Date : 2017
The Contractual Duty Of Loyalty written by Jori Munukka and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2017 with categories.
In most Western legal systems, contract law, to some extent, requires parties to act in consideration of the counterparty's interests. This is originally a Roman law idea. In the Latin European law family we find bonne foi and similar concepts laid down in the civil codes. In German law the codified concept Treu und Glauben is considered to be one of the most important pillars of the private law system, and equivalent codified domestic concepts have impetus throughout the Germanic private law family. The standing of good faith within the common law world, however, differs significantly. In some common law countries good faith is fundamental. This is especially true for the United States, where good faith in performance and enforcement of contracts has grown into almost every aspect of contract law in almost every state. It has a statutory basis as a result of the state by state transpositions of the Uniform Commercial Code, and the authority is strengthened by the Restatements (2d) of Contracts. The United Kingdom is at the opposite end of the scale. Good faith, though existing in some types of contracts, is not recognised as a norm with general applicability, not even in the contractual stage.One will find Nordic law, as so often it is, positioned between civil and common law but clearly leaning towards civil law. This requirement is in Nordic legal terminology phrased the duty of loyalty. It has no statutory basis with general scope. Nonetheless, a requirement to consider the other party's interests does exist. In support, there are some statutory provisions covering certain professions, a growing number of court cases and consensus in the literature.
Contract Status And Fiduciary Law
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Author : Paul B. Miller
language : en
Publisher: Oxford University Press
Release Date : 2016
Contract Status And Fiduciary Law written by Paul B. Miller and has been published by Oxford University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2016 with Law categories.
Contractual and fiduciary relationships are the two primary mechanisms through which the law facilitates coordinated pursuit of our personal interests. These fields are often represented in oppositional terms, and many accept the distinction that contract law allows an individual to pursue their interests independently, while fiduciary law allows an individual to pursue their interests in a dependent or interdependent way. Relying on this distinction, however, seems to suggest that the boundaries between the fields of contract and fiduciary law are fixed rather than fluid. Bringing together leading theorists to analyse critically important philosophical questions at the intersection of contract and fiduciary law, Contract, Status, and Fiduciary Law demonstrates that popular characterizations of the relationship between contract and fiduciary law are overly simplistic. By considering how contract and fiduciary law interact, and not just how they differ, the contributors to this volume offer new insights into a range of topics, including: status relationships, voluntary undertakings, duties of loyalty, equity, employment law, tort law, the law of remedies, political theory, and the theory of the firm.
The Oxford Handbook Of Fiduciary Law
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Author : Evan J. Criddle
language : en
Publisher: Oxford University Press
Release Date : 2019-04-29
The Oxford Handbook Of Fiduciary Law written by Evan J. Criddle and has been published by Oxford University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2019-04-29 with Law categories.
The Oxford Handbook of Fiduciary Law provides a comprehensive overview of critical topics in fiduciary law and theory through chapters authored by leading scholars. The Handbook opens with surveys of the many fields of law in which fiduciary duties arise, including agency law, trust law, corporate law, pension law, bankruptcy law, family law, employment law, legal representation, health care, and international law. Drawing on these surveys, the Handbook offers a synthetic analysis of fiduciary law's key concepts and principles. Chapters in the Handbook explore the defining features of fiduciary relationships, clarify the distinctive fiduciary duties that arise in these relationships, and identify the remedies available for breach of fiduciary duties. The volume also provides numerous comparative perspectives on fiduciary law from eminent legal historians and from scholars with deep expertise in a diverse array of the world's legal systems. Finally, the Handbook lays the groundwork for future research on fiduciary law and theory by highlighting cross-cutting themes, identifying persistent theoretical and practical challenges, and exploring how the field could be enriched through empirical analysis and interdisciplinary insights from economics, philosophy, and psychology. Unparalleled in its breadth and depth of coverage, The Oxford Handbook of Fiduciary Law represents an invaluable resource for practitioners, policymakers, scholars, and students in this essential field of law.
Contracting Out Of The Fiduciary Duty Of Loyalty
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Author : Gabriel V. Rauterberg
language : en
Publisher:
Release Date : 2017
Contracting Out Of The Fiduciary Duty Of Loyalty written by Gabriel V. Rauterberg and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2017 with categories.
For centuries, the duty of loyalty has been the hallowed centerpiece of fiduciary obligation, widely considered one of the few “mandatory” rules of corporate law. That view, however, is no longer true. Beginning in 2000, Delaware dramatically departed from tradition by granting incorporated entities a statutory right to waive a crucial part of the duty of loyalty: the corporate opportunities doctrine. Other states have since followed Delaware's lead, similarly permitting firms to execute “corporate opportunity waivers.” Surprisingly, more than fifteen years into this reform experiment, no empirical study has attempted to measure either the corporate response to these reforms, or to evaluate the implications of that response.This Article presents the first broad empirical investigation of the area. Contrary to conventional wisdom, we find that hundreds of public corporations have adopted waivers - often with capacious scope and reach. We thus establish a central empirical fact that is an important baseline for further discussion: public corporations have an enormous appetite for contracting out of the duty of loyalty when freed to do so. Our analysis further sheds light on the high-stakes normative debate around the relationship between fiduciary principles and freedom of contract. What types of corporations choose to contract around default rules? When they do so, do such measures tend to bolster or thwart shareholder welfare? We develop an efficient contracting approach to explain why corporations - and their shareholders - might favor tailoring the duty of loyalty, and provide empirical evidence that Delaware's experiment has generally been a success.
The Law Of Loyalty
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Author : Lionel Smith
language : en
Publisher: Oxford University Press
Release Date : 2023-05-11
The Law Of Loyalty written by Lionel Smith and has been published by Oxford University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2023-05-11 with Law categories.
This monograph elucidates common legal principles underlying the use of juridical powers. It addresses both public law and private law, and examines both the common law and the civil law. It aims to provide a theory of how Western law regulates the situations in which we hold legal powers, not for ourselves, but for and on behalf of others. It does this by elucidating the justificatory principles that are attracted in those situations. These principles include that other-regarding powers can only properly be used for the purposes for which they were granted; that they should not be used when the holder is in a conflict of self-interest and duty, or a conflict of duty and duty; and that the holder is presumptively accountable for any profits extracted from the other-regarding role. These principles stand behind the detailed legal rules that govern these relationships in multiple legal systems and in multiple public and private settings. In private law this includes the powers of trustees, corporate directors, agents and mandataries; in public law it includes all powers held for public purposes, whether they be held by the Prime Minister, by a police officer, or by a judge.
Comparative Company Law
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Author : Andreas Cahn
language : en
Publisher: Cambridge University Press
Release Date : 2018-10-04
Comparative Company Law written by Andreas Cahn and has been published by Cambridge University Press this book supported file pdf, txt, epub, kindle and other format this book has been release on 2018-10-04 with Law categories.
Presents in-depth, comparative analyses of German, UK and US company laws illustrated by leading cases, with German cases in English translation.
Fiduciary Duties
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Author : Michael Ng
language : en
Publisher: Canada Law Book
Release Date : 2003
Fiduciary Duties written by Michael Ng and has been published by Canada Law Book this book supported file pdf, txt, epub, kindle and other format this book has been release on 2003 with Trusts and trustees categories.
Fiduciary Loyalty
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Author : Matthew Conaglen
language : en
Publisher: Bloomsbury Publishing
Release Date : 2010-01-08
Fiduciary Loyalty written by Matthew Conaglen and has been published by Bloomsbury Publishing this book supported file pdf, txt, epub, kindle and other format this book has been release on 2010-01-08 with Law categories.
Winner of the second SLS Peter Birks Prize for Outstanding Legal Scholarship 2010. Fiduciary Loyalty presents a comprehensive analysis of the nature and function of fiduciary duties. The concept of loyalty, which lies at the heart of fiduciary doctrine, is a form of protection which is designed to enhance the likelihood of due performance of non-fiduciary duties, by seeking to avoid influences or temptations that may distract the fiduciary from providing such proper performance. In developing this position, the book takes the novel approach of putting to one side the difficult question of when fiduciary duties arise in order to focus attention instead on what fiduciary duties do when they are owed. The issue of when fiduciary duties arise can then be returned to, and considered more profitably, once a clear view has emerged of the function that such duties perform. The analysis advanced in the book has both practical and theoretical implications for understanding fiduciary doctrine. For example, it provides a sound conceptual footing for understanding the relationship between fiduciary and non-fiduciary duties, highlighting the practical importance of analysing both forms of duties carefully when considering fiduciary claims. Further, it explains a number of tenets within fiduciary doctrine, such as the proscriptive nature of fiduciary duties and the need to obtain the principal's fully informed consent in order to avoid fiduciary liability. Understanding the relationship between fiduciary and non-fiduciary duties also provides a solid foundation for addressing issues concerning compensatory remedies for their breach and potential defences such as contributory fault. The distinctive purpose that fiduciary duties serve also provides a firm theoretical basis for maintaining their separation from other forms of civil obligation, such as those that arise under the law of contracts and of torts.
The Employee S Contractual Duty Of Fidelity
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Author : Andrew Frazer
language : en
Publisher:
Release Date : 2015
The Employee S Contractual Duty Of Fidelity written by Andrew Frazer and has been published by this book supported file pdf, txt, epub, kindle and other format this book has been release on 2015 with categories.
This article aims to demonstrate that the current position which seems to prevail in the common law systems of the Commonwealth, that employees are not necessarily fiduciaries, is supported by analysis of the historical and recent decisions. The employee's well-established implied contractual duty of fidelity and good faith, while sharing the language and some of the hallmarks of fiduciary duty, is separate from it, although the two will often overlap. It is not necessary or sound to posit the existence of this implied duty in equitable terms. The implied contractual duty of fidelity was recognised from at least the late eighteenth century, and was developed separately from equitable principles. While it was formulated by some later decisions in ways that allowed its confusion with fiduciary duty, the common law and equitable duties have remained distinct. Explanations of the employee's duty as deriving exclusively from equity ignore the important doctrinal and policy reasons for the contractual foundations of the employment relationship in law. While many, if not most, employees nowadays undoubtedly owe fiduciary obligations to their employer, this is not because their contractual duty of fidelity is an inherently fiduciary one.
Fiduciary Duties
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Author : Andrew Stafford
language : en
Publisher: Jordan Publishing (GB)
Release Date : 2008
Fiduciary Duties written by Andrew Stafford and has been published by Jordan Publishing (GB) this book supported file pdf, txt, epub, kindle and other format this book has been release on 2008 with Corporate governance categories.
The UK law relating to the fiduciary duties, owed by directors and employees to companies, is complex and involves several overlapping areas of law. It is, however, a relatively commonplace cause of action. Individuals in positions of trust within a company are often tempted to abuse their position in order to steal company secrets, set up in competition, and steal away staff and customers. Fiduciary Duties: Directors and Employees brings together, in one volume, the UK law relating to fiduciary duties and its modern application by the UK Courts and Tribunals. While the treatment of this subject is intended to be fairly high level, there will also be consideration of the practical application of the law in this area. Contents include: types of claim arising . contractual issues . issues in tort . fiduciary duties . breach of confidence . secret profits . conflict of interest and duty accessory liability . remedies.