Opting Out of Fiduciary Duties: A Response to the Anti-Contractarians
Butler, Henry N. & Ribstein, Larry E.
Abstract
Professors Butler and Ribstein present an extensive analysis of opting out of fiduciary duties, based on the contractual theory of the corporation and a substantial body of economic literature, as well as a comprehensive response to prominent corporate law commentators who have argued that private ordering of corporate manager duties should be restricted by mandatory legal rules.