Abstract
In Marc I. Steinberg, Corporate Director and Officer Liability: "Discretionaries" Not Fiduciaries (Oxford University Press 2025), Professor Steinberg painstakingly demonstrates that, under modern corporate law in Delaware and beyond, corporate officers and directors are infrequently held liable for breaches of the fiduciary duties of reasonable care, good faith, and loyalty. Thus, he argues that it undercuts the truthfulness principle of the rule of law and risks misleading investors to describe officers and directors as “fiduciaries.” This book review builds on Steinberg’s account to explore the far-reaching policy implications of abandoning the term “fiduciary” as applied to corporate officers and directors, including the danger that fiduciary laxity will “creep” from corporate law into other fiduciary contexts, the potential for an incremental loss in the behavioral impact of aspirational standards of conduct if officers and directors are no longer identified as “fiduciary” in nature, and the risk that courts’ role in counteracting the so-called “race for the bottom” would be weakened if no longer grounded in the equitable concept of corporate “fiduciary” status.