Despite the economic identity that exists between the firm and its security holders, fiduciary obligation is at present dichotomized between federal and state legal systems which have no very close connection to one another; the federal system dominates the security holder level while the various state systems dominate at the firm level. The position argued for in this article is favorable to the idea of federal legislation in the field of managerial conduct. In Part II, next following, I try- using the freezeout of minority shareholders as my main illustration- to develop the idea of specific solutions for fiduciary problems and to show why nothing short of legislative action will meet the current need. In Part III, I argue the case for federal legislation a bit further, and I offer some suggestions about the administration of the federal statute that might emerge and the role of the SEC. My conclusion, overall, is that the adoption of a federal fiduciary standards act would be a progressive development in the field of company law, and that the time to begin working on the shape and substance of such a statute is now.
Marvin A. Chirelstein,
Towards a Federal Fiduciary Standards Act,
30 Clev. St. L. Rev.
available at http://engagedscholarship.csuohio.edu/clevstlrev/vol30/iss2/6