Fiduciary Duties of Directors

and Officers

Cornell Course

Whether you have the opportunity to serve on a corporate board, you're tasked with preparing a presentation to a board and its shareholders, or you own equity and want to understand your rights, it's important for you to recognize how to work within the constraints of corporate laws. In this course, you will look at the framework for decision making within a corporation — specifically fiduciary duties, which are the duties that corporate directors and officers owe to the shareholders.

You'll also become more familiar with current challenges to the traditional notion that the directors and officers are the agents of the shareholders and only the shareholders, a way of thinking that has resulted in the belief that directors and officers have no duty other than to maximize shareholder profits. In recent years, however, there has been backlash to this concept, leading to widespread recognition that individuals in charge of corporate decision making have some obligation to take into account ethics, the community, and the environmental impact of their actions. You'll examine the implications of this shift and determine how the rules affect you.