In the 20th AIIFL Distinguished Public Lecture, Professor Marc I. Steinberg of SMU Dedman School of Law challenged the longstanding characterisation of corporate directors and officers as fiduciaries, arguing instead that they should be termed “discretionaries” to more accurately reflect the variable liability standards applied to them in practice.
In the 20th AIIFL Distinguished Public Lecture, held on 3 December 2025 at HKU Law, Professor Marc I. Steinberg of Southern Methodist University's Dedman School of Law presented a provocative challenge to one of corporate law's most enduring assumptions. The Rupert and Lillian Radford Chair in Law, Professor Steinberg brings formidable credentials to the debate — a former enforcement attorney and special projects counsel at the US Securities and Exchange Commission, he has authored approximately 50 books and 150 law review articles, and serves as editor-in-chief of both The Securities Regulation Law Journal and The International Lawyer.
Drawing on his June 2025 Oxford University Press book Corporate Director and Officer Liability — "Discretionaries" Not Fiduciaries, Professor Steinberg argued that the characterisation of corporate directors and officers as fiduciaries is fundamentally inaccurate — and that the liability standards ordinarily applied are far too lenient to warrant the label. In its place, he proposed a new and neutral term: "discretionaries" — a designation that more accurately reflects the variable standards of liability to which directors and officers are held depending on the facts and circumstances at hand. Chaired by AIIFL Director Giuliano Castellano , the lecture ranged across core corporate governance topics including the duty of care, the business judgment rule, exculpation statutes, the duty of good faith, and the duty of loyalty, sparking timely discussion on the integrity of financial markets and the rule of law.
For more information, please check out the event page.
