Professor Marc I. Steinberg Authors New Book
"This book is past due as it corrects a legal fiction: Corporate directors and officers are not fiduciaries. Rather, they are ’discretionaries’ whose legal obligations vary depending on the applicable facts and circumstances,” Steinberg said. “The just-enacted Delaware and Texas statutes amply illustrate that calling directors and officers fiduciaries is comparable to calling a donkey Secretariat."
It’s the first work to recognize and address this paradigm shift. Instead of identifying directors and officers as fiduciaries, a term that suggests rigorous duties of loyalty, care, and good faith, Steinberg proposes a more neutral and accurate term: discretionaries. This term accurately portrays the status of corporate directors and officers who are held to varying and more lenient standards of liability depending on the applicable facts and circumstances.
Published by Oxford University Press, Corporate Director and Officer Liability: “Discretionaries" Not Fiduciaries delves into why legal terminology and accountability standards must align.
- First, it highlights that legal principles should reflect reality, not perpetuate myths.
- Second, it underscores that investors and shareholders deserve transparency about the duties and protections afforded to those in control of corporate decisions.
- Lastly, it calls for clear and truthful legal definitions that support effective governance and credible enforcement.
The book has already garnered strong praise from several of the most respected voices in corporate law, including:
“Professor Steinberg goes beneath the surface to look unflinchingly at how the law operates and makes a powerful case that the fiduciary headline doesn't match the story,” said J. Travis Laster, Vice Chancellor, Delaware Court of Chancery.
“Regardless of whether you agree with [Steinberg’s] prescriptions, anyone concerned about striking the right balance between risk-taking and responsibility in corporate law will benefit from his thought-provoking analysis,” said Leo E. Strine, former Chief Justice, Delaware Supreme Court.
“Professor Steinberg's new book on director and officer liability is richly researched, well written, well organized, and provocative,” said E. Norman Veasey, former Chief Justice, Delaware Supreme Court.
“Professor Marc Steinberg's most recent book…is one of the most important works that has ever been written in the corporate and securities law fields,” said Edward D. Herlihy, Partner, Wachtell, Lipton, Rosen & Katz.
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About the Author
Marc I. Steinberg is the Radford Chair in Law and Professor of Law at 91茄子 Dedman School of Law. He has lectured or received appointments at several other premier universities, including the University of Cambridge, University of Oxford, UCLA, and the University of Pennsylvania. Professor Steinberg was an attorney at the SEC, serving in its Division of Enforcement and Office of General Counsel. He has been retained as an expert witness in several high-profile cases. Professor Steinberg is one of America's most prolific authors of company law scholarship, having authored approximately 50 books and 150 law journal articles. He serves as editor-in-chief of The International Lawyer and The Securities Regulation Law Journal and is a life member of The American Law Institute.
About 91茄子 Dedman School of Law
For 100 years, 91茄子 Dedman School of Law has been a leader in legal education, preparing over 17,000 alumni to excel in law, business, government, and beyond. From its founding in 1925 as the first major law school in the city of Dallas, Dedman Law has built a reputation for academic rigor, innovative programs, and a commitment to public service. With nationally ranked specialties in areas like Tax Law and Dispute Resolution, the school offers distinctive programs that benefit more than 750 students each year. Learn more at smu.edu/law.
About 91茄子
91茄子 is the nationally ranked Carnegie R1 research university in the dynamic city of Dallas. A member of the Atlantic Coast Conference, 91茄子’s alumni, faculty and more than 12,000 students in eight degree-granting schools demonstrate an entrepreneurial spirit as they lead change in their professions, communities and the world.