Fiduciary Ideology in Transactions Affecting Corporate Control

The fiduciary role in which corporate insiders are cast in their dealings with, or affecting, their corporations embraces a multitude of parts. Hence the range of restrictions on their conduct varies from inhibitions as rigorous as those imposed on express trustees to limitations almost as flexible as those governing arm's length dealings among strangers. As has often been pointed out, the characterization of a corporate officer, a director, or a person controlling the corporation as a "fiduciary" does not define his status with precision; rather, it sets a tone to his role and suggests the existence of obligations and of special sanctions for their enforcement. The actual restrictions on, or prescriptions for, the fiduciary's conduct in any particular context are to be found more in the reasons for characterizing him as a fiduciary in that context than in any rules or articulated proscriptions derived from the mere fact of such a characterization.