... be recognized as “discretionaries.” fiduciaries discretionaries general partnerships limited partnerships limited liability companies partners LLC managers LLC members This chapter principally addresses fiduciary duties in unincorporated business enterprises, including partnerships and limited liability...

.... In making this determination whether to grant dismissal, lax standards often apply. Pursuant to the adoption and implementation of these lenient standards, fiduciary standards are lacking. To provide a more accurate portrayal, independent directors (loosely defined) act as “discretionaries”—rather than...

...0 28 04 2025 This chapter focuses on the duties of directors and officers with respect to corporate mergers, acquisitions, and dispositions (M&A). The identification of corporate directors and officers as “discretionaries” is appropriate in the M&A setting. As discussed in this chapter...

..., it is appropriate to define corporate directors and officers as “discretionaries” rather than cling to the fiduciary illusion. fiduciaries discretionaries directors officers securities law disclosure liability As a general proposition, the federal securities laws are based on the principle of disclosure...

...1 Corporate Directors and Officers Are Discretionaries N ot Fiduciaries I. The Misnomer of Fiduciary Status The principal theme of this book is that corporate directors and officers are not in reality fiduciaries and that the use of this term should be abandoned. This is not to say...

... or officer requires proof of gross negligence or greater culpability. Accordingly, corporate directors and officers are not fiduciaries. Rather, they are “discretionaries.” fiduciaries directors officers duty of care business judgment rule exculpation statutes discretionaries This chapter focuses...

... the breadth of the duty of loyalty has been significantly diluted. In sum, the duty of loyalty has been diminished to such a degree that no longer should corporate directors and officers be deemed fiduciaries. More fittingly, they should be viewed as “discretionaries” whose obligations are defined...

...0 28 04 2025 This chapter addresses the standards that should apply with respect to director and officer liability in their role as “discretionaries.” Although this book maintains that directors and officers are not fiduciaries, the framework proposed in this chapter must recognize...

...0 28 04 2025 This chapter focuses on the principal theme of this book that corporate directors and officers are “discretionaries” rather than fiduciaries. First, the chapter summarizes many examples addressed in earlier chapters that illustrate the leniency that often applies. Thereafter...

... should be recognized that accurately portrays this situation: The corporate director or officer is a “discretionary.” This distinction is important as legal terms and concepts have impact. They are relied upon for what they claim to represent. Accordingly, the status of directors and officers should...