Cornell Law Review

Article

Toward a Horizontal Fiduciary Duty in Corporate Law

Asaf Eckstein, Law Lecturer, the Ono Academic College.

Gideon Parchomovsky, Robert G. Fuller, Jr. Professor of Law, University of Pennsylvania Law.

Fiduciary duty is arguably the single most important aspect of our corporate law system. It consists of two distinct sub-duties — a duty of care and a duty of loyalty — and it applies to all directors and corporate officers. Yet, under extant law, the duty only applies vertically, in the relationship between directors and…

May 2019