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Fiduciary Constraints: Correlating Obligation with Liability

Department of Business Law & Taxation

29 April 2009

WCLRG Seminar
Seminar participants from left to right are:
Professor Dana Muir, Thurnau Professor of Business Law at the Stephen M. Ross School of Business, University of Michigan
Dr Michelle Welsh, Deputy Director, WCLRG

In the USA, state law seems to be ratcheting up the scrutiny of corporate behavior including the behavior of officers and executives. This paper is based on a joint article with Professor Cindy Schipani which considers the issues that are likely to arise as officer conduct is scrutinized closely using state corporate fiduciary principles. 

The challenge is not so much one of ensuring that fiduciary principles govern the conduct of corporate actors as it is correlating obligation with potential liability. U.S. federal employee benefits law, especially superannuation law, is helpful in anticipating the issues that state corporate law will confront in its increasing focus on officer liability.

The paper looks to federal employee benefits law to identify issues expected to arise as a result of the growing state law emphasis on individual liability and to consider alternative approaches to address those issues. In her presentation Professor Muir focused on the employee benefits fiduciary standards.

WCLRG is a research concentration in the Department of Business Law & Taxation at Monash University. It has been in operation since March 2008, having previously operated as the Corporate Law and Accountability Research Group (CLARG). Further details are available at:; or contact WCLRG’s Director,
Associate Professor Anthony Forsyth, at

Group Director

Anthony Forsyth
Email Anthony Forsyth
Tel: + 61 3 9903-2917

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