Default Rules for Incomplete Contracts

2002 ◽  
pp. 585-590 ◽  
Author(s):  
Ian Ayres
Keyword(s):  
Incomplete Contracts ◽  
Default Rules

scholarly journals Filling Gaps in Incomplete Contracts: An Economic Theory of Default Rules

1989 ◽  
Vol 99 (1) ◽  
pp. 87 ◽  
Author(s):  
Ian Ayres ◽  
Robert Gertner
Keyword(s):  
Economic Theory ◽  
Incomplete Contracts ◽  
Default Rules

On Barnett's Theory of Default Rules

2003 ◽  
Vol 16 (1) ◽  
pp. 147-158
Author(s):  
Mikko Wennberg
Keyword(s):  
Incomplete Contracts ◽  
Bargaining Theory ◽  
Hypothetical Consent ◽  
Default Rules

This discussion is a critique of Professor Randy E. Barnett's solution to the problem of filling in gaps in incomplete contracts. The articles discussed are “The Sound of Silence: Default Rules and Contractual Consent” (1992) and “Rational Bargaining Theory and Contract: Default Rules, Hypothetical Consent, the Duty to Disclose, and Fraud” (1992).

Fiduciary Principles in Corporate Law

2019 ◽  
pp. 60-78
Author(s):  
Julian Velasco
Keyword(s):  
Voting Rights ◽  
Corporate Law ◽  
Fiduciary Duty ◽  
Duty Of Care ◽  
Profit Motive ◽  
Fiduciary Duties ◽  
Common Misconception ◽  
Strict Enforcement ◽  
Default Rules ◽  
Moral Requirements

This chapter examines fiduciary duty in corporate law. Fiduciary duty is pervasive as well as all encompassing in corporate law. One common misconception about fiduciary duty in corporate law is that it is merely aspirational. Fiduciary duties are not simply moral requirements, they are legal ones. They are not merely suggestions, they represent the demands of the law. Although corporate law has often compromised rather than insisting upon strict enforcement of fiduciary law principles, these compromises are due to practical considerations that are entirely consistent with the goals of fiduciary law. In corporate law, general fiduciary law principles are balanced with practical considerations concerning the profit motive in order to achieve the best overall result for the shareholders. Understanding this tension between ambition and practicality is key to understanding fiduciary duty in corporate law. This chapter first considers the triggers for fiduciary duty in corporate law before discussing the role that the duty of loyalty plays in corporate law. It then explores the duty of care in corporate law, along with other fiduciary duties such as good faith, takeover situations and contests for control, shareholder voting rights, and the duty to monitor and the duty to disclose. The chapter proceeds by analyzing mandatory and default rules regarding the extent to which fiduciary duties can be waived in corporate law and concludes with an overview of remedies for breach of fiduciary duty.

Mandatory and Default Rules in Fiduciary Law

2019 ◽  
pp. 434-448
Author(s):  
Daniel Clarry
Keyword(s):  
Modern Trend ◽  
Legal Institutions ◽  
Core Element ◽  
Constituent Element ◽  
Mandatory Rules ◽  
Default Rules ◽  
Other Regarding ◽  
The Relationship

This chapter discusses the nature and operation of mandatory and default rules in fiduciary law, arguing that loyalty is a core element of every fiduciary legal institution. Loyalty is the hallmark of fiduciary law, as it requires persons in other-regarding positions of power to perform functions selflessly, rather than selfishly. However, there are many circumstances in which a person undertakes and exercises other-regarding powers, underscoring the fact that a broad range of persons may be the subject of fiduciary law. This chapter first provides an overview of key concepts and context, focusing on the distinction between mandatory rules and default rules as well as sources of such rules in fiduciary law. It then considers fiduciary loyalty, citing examples that illustrate how a baseline of fiduciary accountability is implied by the essential nature of fiduciary legal institutions, along with the mandatory or default quality of the duties of care and good faith. The main thesis of this chapter is that loyalty is a basic constituent element of all fiduciary legal institutions. Whether fiduciary principles are mandatory involves a consideration and determination of whether the relationship or institution is inherently fiduciary as matter of law and legal classification. It also highlights the modern trend toward codification and clear legislative demarcation of mandatory and default rules in fiduciary law.

Sign in / Sign up

Export Citation Format

Share Document