Corporate fiduciary duties offer little protection for stakeholders, study finds.
The article argues that corporate directors' fiduciary duties to shareholders do not actually protect shareholders from decisions that benefit other groups like employees or customers. Courts and scholars often overlook the different definitions of the duty of loyalty, which limits the impact of fiduciary duties on director decisions. Delaware law enforces a narrow definition of loyalty, making it difficult for shareholders to prevent directors from favoring stakeholders. Therefore, debating who directors owe fiduciary duties to is not as important as finding other ways to protect shareholders and stakeholders.