May 04, 2013

Fiduciary duties of Company Directors

Author: Miguel Casanova.

Miguel Casanova published “Deberes fiduciarios de los administradores de sociedades” (Fiduciary Duties of Company Directors)". It addresses the legal analysis of fiduciary duties - an indispensable element of legal regulation and judicial assessment of the responsibility of board members of Uruguayan companies, and it has become one of the most important instruments for good corporate governance.

Throughout its pages, a study is presented, which analyzes the historical development and legal articulation of fiduciary duties contained in the legislation of the leading systems of Comparative Law.

Moreover, its legal basis is analyzed, indicating the confrontation between the major doctrinal paradigms and the resulting contrast between economic analysis and a functional analysis of Law, as well as one of its main derivations: the possibility that the different subjects involved in the corporate phenomenon contractually  dispose the regulatory regime of the fiduciary duties of its directors.