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- People (1)
- News (33)
- Research (112)
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- November 2021 (Revised October 2024)
- Background Note
Legal Analysis: Fiduciary Duties for Managers
By: J.S. Nelson and Trevor Fetter
This note describes the essential legal responsibilities of managers and company directors toward investors and other parties. These include basic fiduciary duties of loyalty, obedience, good faith and care, as well as duties that relate to... View Details
Nelson, J.S., and Trevor Fetter. "Legal Analysis: Fiduciary Duties for Managers." Harvard Business School Background Note 322-073, November 2021. (Revised October 2024.)
- December 2022
- Article
Conflicting Interests and the Effect of Fiduciary Duty: Evidence from Variable Annuities
By: Mark Egan, Shan Ge and Johnny Tang
We examine the variable annuity market to study conflicts of interest and the effect of fiduciary duty in brokerage markets. Insurers typically pay brokers higher commissions for selling more expensive annuities. Our results indicate that sales are four times as... View Details
Keywords: Variable Annuity; Brokers; Fiduciary Duty; Finance; Investment; Insurance; Conflict of Interests; Financial Services Industry; Insurance Industry; United States
Egan, Mark, Shan Ge, and Johnny Tang. "Conflicting Interests and the Effect of Fiduciary Duty: Evidence from Variable Annuities." Review of Financial Studies 35, no. 12 (December 2022): 5334–5386.
- 2011
- Working Paper
Fiduciary Duties and Equity-Debtholder Conflicts
By: Bo Becker and Per Stromberg
We use an important legal event as a natural experiment to examine the effect of management fiduciary duties on equity-debt conflicts. A 1991 Delaware bankruptcy ruling changed the nature of corporate directors' fiduciary duties in firms incorporated in that state.... View Details
Keywords: Borrowing and Debt; Capital Structure; Equity; Insolvency and Bankruptcy; Governing Rules, Regulations, and Reforms; Laws and Statutes; Conflict and Resolution; Welfare or Wellbeing; Delaware
Becker, Bo, and Per Stromberg. "Fiduciary Duties and Equity-Debtholder Conflicts." Harvard Business School Working Paper, No. 10-070, February 2010. (Revised June 2011, November 2011.)
- May 3, 2010
- Article
Leaders and Fiduciaries
By: Nancy F. Koehn
Koehn, Nancy F. "Leaders and Fiduciaries." Huffington Post (May 3, 2010).
- December 2003 (Revised November 2015)
- Background Note
The Fiduciary Relationship: A Legal Perspective
By: Lynn Sharp Paine
Discusses the concept of a fiduciary, as developed in the Anglo-American common law tradition, and outlines the principal differences between the legal standard applied to fiduciaries compared to ordinary arms'-length contractors. View Details
Paine, Lynn Sharp. "The Fiduciary Relationship: A Legal Perspective." Harvard Business School Background Note 304-064, December 2003. (Revised November 2015.)
- 24 Mar 2010
- Working Paper Summaries
Fiduciary Duties and Equity-Debtholder Conflicts
Keywords: by Bo Becker & Per Stromberg
- Article
Professionalism, Fiduciary Duty, and Health-Related Business Leadership
Expanding fiduciary duty to leaders of health-related businesses can help leaders meet the challenges of caring for not only the corporation and shareholders but also the patients and medical professionals. How should leaders of health-related businesses weigh the... View Details
Margolis, Joshua D. "Professionalism, Fiduciary Duty, and Health-Related Business Leadership." JAMA, the Journal of the American Medical Association 313, no. 18 (May 12, 2015): 1819–1820.
- 2019
- Chapter
Fiduciary Law and Financial Regulation
By: Howell E. Jackson and Talia B Gillis
Jackson, Howell E., and Talia B Gillis. "Fiduciary Law and Financial Regulation." In The Oxford Handbook of Fiduciary Law, edited by Evan J. Criddle, Paul B. Miller, and Robert H. Sitkoff. New York: Oxford University Press, 2019.
- December 2019 (Revised December 2020)
- Technical Note
A Short Note on Fiduciary Duties
By: Lena G. Goldberg, Rebecca Henderson and Amy W. Schulman
Goldberg, Lena G., Rebecca Henderson, and Amy W. Schulman. "A Short Note on Fiduciary Duties." Harvard Business School Technical Note 320-079, December 2019. (Revised December 2020.)
- January 2023 (Revised March 2025)
- Supplement
Call of Fiduciary Duty: Microsoft Acquires Activision Blizzard
By: Jonas Heese and Joseph Pacelli
- July 2022 (Revised January 2025)
- Case
Call of Fiduciary Duty: Microsoft Acquires Activision Blizzard
By: Jonas Heese, Joseph Pacelli and James Barnett
In January 2022, Microsoft announces its acquisition of the video game company Activision Blizzard, in a deal valued at $68.7 billion, which would make Microsoft the world’s third largest video game company. The deal came as Activision Blizzard faced gender pay... View Details
Keywords: Accounting; Goodwill Accounting; Analysis; Decision Making; Talent and Talent Management; Games, Gaming, and Gambling; Ethics; Leadership; Risk and Uncertainty; Mergers and Acquisitions; Lawsuits and Litigation; Entertainment and Recreation Industry; Video Game Industry; North America; California
Heese, Jonas, Joseph Pacelli, and James Barnett. "Call of Fiduciary Duty: Microsoft Acquires Activision Blizzard." Harvard Business School Case 123-011, July 2022. (Revised January 2025.)
- January 2023
- Teaching Note
Call of Fiduciary Duty: Microsoft Acquires Activision Blizzard
By: Jonas Heese and Joseph Pacelli
Teaching Note for HBS Case No. 123-011. View Details
- November 2013 (Revised August 2023)
- Case
'These People are Fiduciaries...'
By: Lena G. Goldberg and Amy W. Schulman
The fiduciary duties of loyalty and care, the corporate opportunity doctrine and the business judgment rule are introduced in the context of three vignettes drawn from decided cases that explore: a classic test of loyalty when one partner elects to take advantage of an... View Details
Keywords: Fiduciaries; Fiduciary Duties; Management Practices and Processes; Ethics; Business Processes
Goldberg, Lena G., and Amy W. Schulman. "'These People are Fiduciaries...'." Harvard Business School Case 314-067, November 2013. (Revised August 2023.)
- January 2018
- Background Note
Shareholder Value Maximization, Fiduciary Duties, and the Business Judgement Rule: What Does the Law Say?
By: Rebecca Henderson and Tony L He
Henderson, Rebecca, and Tony L He. "Shareholder Value Maximization, Fiduciary Duties, and the Business Judgement Rule: What Does the Law Say?" Harvard Business School Background Note 318-097, January 2018.
- 2014
- Chapter
Promoting Corporate Sustainability through Integrated Reporting: The Role of Investment Fiduciaries and the Responsibilities of the Corporate Board
By: Robert G. Eccles, J. Herron and George Serafeim
This book is a comprehensive reference work exploring recent changes and future trends in the principles that govern institutional investors and fiduciaries. A wide range of contributors offer new perspectives on dynamics that drive the current emphasis on short-term... View Details
Keywords: Governance; Integrated Corporate Reporting; Institutional Investing; Financial Services Industry
Eccles, Robert G., J. Herron, and George Serafeim. "Promoting Corporate Sustainability through Integrated Reporting: The Role of Investment Fiduciaries and the Responsibilities of the Corporate Board." Chap. 31 in Cambridge Handbook of Institutional Investment and Fiduciary Duty, edited by James P. Hawley, Andreas G.F. Hoepner, Keith L. Johnson, Joakim Sandberg, and Edward J. Waitzer, 403–415. Cambridge University Press, 2014.
- November 2005 (Revised February 2006)
- Case
Oracle vs. PeopleSoft (A)
By: Lynn S. Paine, Guhan Subramanian and David Millstone
Focuses on the hotly contested takeover battle between software rivals Oracle and PeopleSoft in 2003 and 2004. Raises novel issues of takeover law under Delaware corporate law as well as issues of fair competition under California law. A central issue is whether the... View Details
- January 2017
- Case
T. Rowe Price and the Dell Inc. MBO (A)
By: Lena G. Goldberg
T. Rowe Price’s mutual funds, separate accounts, institutional investors, and retirement accounts were, in the aggregate, Dell Inc.’s third largest shareholder in 2013 when Dell announced a management-led buyout, or MBO, structured as a merger. In considering whether... View Details
Keywords: Fiduciary Duties; Management Buy-out; Mergers and Acquisitions; Valuation; Business and Shareholder Relations; Financial Services Industry; Computer Industry; Delaware
Goldberg, Lena G. "T. Rowe Price and the Dell Inc. MBO (A)." Harvard Business School Case 317-088, January 2017.
- Teaching Interest
Overview
By: John F. Batter
As as Senior Lecturer I teach the EC course Law, Management and Entrepreneurship (cross-listed in the General Management and Entrepreneurial Management Units) in both the Fall and Spring semesters. While I have retired from my public and private company litigation... View Details
- January 2017
- Supplement
T. Rowe Price and the Dell Inc. MBO (B)
By: Lena G. Goldberg
After deciding to oppose the Dell MBO, T. Rowe Price, together with other dissident Dell shareholders, sought appraisal of their shares in the Delaware courts. The appraisal process resulted in a significant increase in the price to be paid to dissenting shareholders... View Details
Keywords: Fiduciary Duties; Management Buy-out; Ethics; Valuation; Courts and Trials; Business and Shareholder Relations; Restructuring; Financial Services Industry; Computer Industry; Delaware
Goldberg, Lena G. "T. Rowe Price and the Dell Inc. MBO (B)." Harvard Business School Supplement 317-089, January 2017.
- July 2012
- Case
Barclays Capital and the Sale of Del Monte Foods
By: John Coates, Clayton Rose and David Lane
This case explores the reputational and legal issues that arise as Barclays Capital attempted to manage client conflicts by following established industry practice in the face of changing legal norms. In February 2011, Judge Travis Laster granted a preliminary... View Details
Keywords: Client Management; Fiduciary Duty; Mergers ＆ Acquisitions; Investment Banking; Private Equity; Ethics; Finance; Reputation; Banking Industry; United States
Coates, John, Clayton Rose, and David Lane. "Barclays Capital and the Sale of Del Monte Foods." Harvard Business School Case 313-036, July 2012.