A Corporate Governance Misnomer - Corporate Directors and Officers Are "Discretionaries", Not Fiduciaries: 3CL Seminar

Speaker: Professor Marc Steinberg (SMU Dedman School of Law)

This presentation, based on Professor Steinberg’s June 2025 Oxford University Press book Corporate Director and Officer Liability — “Discretionaries” Not Fiduciaries, posits that corporate directors and officers are not fiduciaries. In fact, the liability standards that normally apply are too lenient to be identified as fiduciary. This mischaracterization is detrimental to the rule of law, contravenes reasonable investor expectations, and impairs the integrity of the financial markets. Therefore, Professor Steinberg calls for the removal of fiduciary status replaced with the adoption of a new and neutral term that conveys an accurate description: corporate directors and officers are “discretionaries”. This term accurately portrays the status of corporate directors and officers who held to varying standards of liability depending on the applicable facts and circumstances. From this perspective, Professor Steinberg’s presentation will address a broad range of important issues, including the duty of care, the business judgment rule, exculpation statutes, the duty of good faith, and the duty of loyalty. To date, this book has received excellent reviews and is generating thoughtful discussion on the propriety of continuing to view corporate directors and officers as fiduciaries.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/