Executive Pay and Loyalty

Duties of Loyalty - Noncompetes and Fiduciary Duties of Corp Officers

U.S. Federal Statutes

U.S. State Law: both by statute and by case law decisions implying duties (e.g. care and loyalty).
Articles - Generally:
  • Fiduciary Duties and Other Responsibilities of Corporate Directors and Officers (RR Donnelly, Dec. 2010). See the table of contents at  page i of the handbook, with highlights here by Chapter
      1. Management and Roles of Directors and OfficerOverview of Fiduciary Duties
      2. Business Transactions
      3. Going Private
      4. Special Committees
      5. Dissolution and Insolvency
      6. Attorney-Client Privilege
      7. Indemnification and Insurance
      8. Personal Liability and Piercing the Corporate Veil
      9. Nonprofit Organizations
  • Taking Stock-Salary and Options Too: The Looting of Corporate America (Davis, Maryland Law Review, 2010):
    "Even if disclosures succeeded in leading shareholders to discover corporate waste and director dereliction, shareholders would need a forum to seek a remedy. The courts, however, have been unreceptive to cases challenging excessive executive compensation. Part IV of this Article will concentrate primarily on the business judgment rule, which dooms many of these cases. In this discussion, Part IV will highlight a notorious case, People v. Grasso.26 The verdict is clear: Litigation does not work for shareholders."
  • Loyalty's Core Demand: The Defining Role of Good Faith in Corporate Law (Strine et al, Georgetown Law Journal, 98:629, 2010).
"This Article explores the demise of fiduciary obligations, emphasizing executive compensation. Part II examines the duty of loyalty and the traditional interpretation accorded by the courts. Part III discusses the evisceration of the duty, particularly the replacement of fairness analysis with the business judgment rule. Process, as this Article will show, has proved an inadequate substitute for fairness. Finally, Part IV proposes a solution."