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Fiduciary Duties and the Shareholder-Management Relation: or, What's so Special About Shareholders?
Abstract
The claim that managers have a fiduciary duty to shareholders to run the corporation in their interests is generally supported by two arguments: that shareholders are owners of a corporation and that they have a contract or agency relation with management. The latter argument is used by Kenneth E. Goodpaster, who rejects a multi-fiduciary, stakeholder approach on the grounds that the shareholder-management relation is “ethically different” because of its fiduciary character. Both of these arguments provide an inadequate basis for the fiduciary duties of officers and directors of corporations. The basis is to be found, rather, in considerations of public policy, a point that was established in the Dodd-Berle exchange of the 1930s. This conclusion also shows the inadequacy of Goodpaster’s solution to the so-called stakeholder paradox, and an alternative solution to the paradox is presented.
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Cited by
Stakeholder Theory: The State of the Art
Parmar, B. L., Freeman, R. E., Harrison, J. S., Wicks, A. C., Purnell, L., & de Colle, S. (2010) · Academy of Management Annals · doi:10.5465/19416520.2010.495581 · Cited by 2,755
Jones, T. M., & Wicks, A. C. (1999) · The Academy of Management Review · doi:10.2307/259075 · Cited by 1,595
Metadata
- Authors
- Boatright, J. R.
- Venue
- Business Ethics Quarterly
- Publisher
- Cambridge University Press (CUP)
- Published
- 1994-10
- Volume
- 4
- Issue
- 4
- Pages
- 393-407
- ISSN
- 1052-150X (ISSN-L)
- 2153-3326
- OpenAlex
- W2064094951
- Cited by
- 256
- References
- 0
- FWCI
- 12.67
- Type
- journal article
- Language
- en
- Open access
- closed
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- CoChat. (2026). Citation check: Fiduciary Duties and the Shareholder-Management Relation: or, What's so Special About Shareholders? https://app.cochat.ai/papers/10.2307/3857339
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- Boatright, J. R. (1994). Fiduciary Duties and the Shareholder-Management Relation: or, What's so Special About Shareholders? Business Ethics Quarterly. https://doi.org/10.2307/3857339
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Contains information from the Semantic Scholar Academic Graph Datasets, made available under the ODC Attribution License (ODC-BY 1.0).
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