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This paper illustrates that the shareholder primacy model is still the prevailing model especially as the proponents of the stakeholder model have not come up with a theoretically sound alternative. It is argued that all corporations’ principal stakeholders should be protected by the imposition of fiduciary duties on managerial decision makers. Homogeneity on corporate boards can reinforce thinking that leads to bad decision making. The findings of various researchers into behavioural economics are considered. It is pointed out that the interests of the shareholders are rarely, if ever, the same as those of other stakeholders. This supports the idea that a shift away from shareholder primacy is needed. The trade-offs that are often made in managerial decision making are represented graphically and discussed as an analytical tool supporting the central thesis that fiduciary duties with a broader range are the way to ensure that decisions take account of all relevant interests.


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8 Sep 2022
925 kB



  • Subject
    • Business Organizations Law

    • Securities Law

  • Journal title
    • European Business Law Review

  • Volume
    • 26

  • Issue
    • 1

  • Pagination
    • 147-171

  • Date submitted

    8 September 2022