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The Duty of Good Faith in American Corporate Law

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  • Eisenberg Melvin A

    (Koret Professor of Law School of Law, University of California, Berkeley (Boalt Hall).)

Abstract

An important development in American corporate law is the recent explicit recognition, in a series of Delaware cases, that corporate managers owe a fiduciary duty of good faith in addition to their traditional duties of care and loyality. The duty of good faith was not created by those cases. On the contrary, the duty has long been explicit under the statutes and has also long existed implicitly in the case law. Nevertheless, the explicit recognition of the duty of good faith in recent Delaware cases shines a spotlight on that duty, and therefore makes it especially important to develop the contours of the duty and to examine the duty from a normative perspective.

Suggested Citation

  • Eisenberg Melvin A, 2006. "The Duty of Good Faith in American Corporate Law," European Company and Financial Law Review, De Gruyter, vol. 3(1), pages 1-44, March.
    • Handle: RePEc:bpj:eucflr:v:3:y:2006:i:1:p:1-44:n:1
    DOI: 10.1515/ECFR.2006.001
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