Chapter 21: Stockholder litigation, fiduciary duties, and the officer dilemma
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The focus of this chapter is shareholder litigation against corporate officers. Tracing the divergence between the development of director and officer fiduciary duties, the author points out that stockholder litigation is rarely used to hold officers accountable. The chapter explores the causes and consequences of this gap in corporate law, and suggests remedial approaches targeted at officers’ managerial role.

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