Corporate Stakeholders: A Contractual Perspective

The question of how fiduciary duties should be allocated within the public corporation has been the subject of intense interest recently. Scholars and practitioners have attempted to resolve the question of whether corporate boards of directors have fiduciary obligations to corporate stakeholders other than shareholders by invoking vague, result oriented conceptions of basic fairness and equity, as well as other, equally value-laden terms like economic efficiency and reliance. This article starts with the widely accepted assumption that corporate fiduciary duties are valuable assets. Thus, we assume that all stakeholders, including non-shareholder constituencies, benefit from being the subject of the corporate fiduciary duties owed by directors. Unlike others, however, we do not presume that the simple fact that all stakeholders potentially benefit from fiduciary duties leads inexorably to the conclusion that such duties should be extended to all stakeholders