Professors Butler and Ribstein present an extensive analysis of opting out of fiduciary duties, based on the contractual theory of the corporation and a substantial body of economic literature, as well as a comprehensive response to prominent corporate law commentators who have argued that private ordering of corporate manager duties should be restricted by mandatory legal rules.
Henry N. Butler & Larry E. Ribstein,
Opting Out of Fiduciary Duties: A Response to the Anti-Contractarians,
65 Wash. L. Rev.
Available at: https://digitalcommons.law.uw.edu/wlr/vol65/iss1/2