The 20th AIIFL Distinguished Public Lecture

The True Status of Corporate Directors and Officers – “Discretionaries” Not Fiduciaries

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This presentation, based on Professor Marc I. Steinberg’s June 2025 Oxford University Press book Corporate Director and Officer Liability — “Discretionaries” Not Fiduciaries, focuses on the reality that corporate directors and officers are not fiduciaries. In fact, the liability standards that ordinarily apply are far too lenient to be identified as fiduciary. This mischaracterization is detrimental to the rule of law, contravenes reasonable investor expectations, and impairs the integrity of the financial markets. Accordingly, Professor Steinberg calls for the removal of fiduciary status replaced with the adoption of a new and neutral term that conveys an accurate description: corporate directors and officers are “discretionaries”. This term accurately portrays the status of corporate directors and officers who are held to varying standards of liability depending on the applicable facts and circumstances. From this perspective, Professor Steinberg’s presentation will address a broad range of important corporate governance subjects, including the duty of care, the business judgment rule, exculpation statutes, the duty of good faith, and the duty of loyalty. To date, this book has received excellent reviews and is generating thoughtful discussion on the propriety of continuing to view corporate directors and officers as fiduciaries.

About the Speaker

Marc I. Steinberg is the Rupert and Lillian Radford Chair in Law and Professor of Law at Southern Methodist University (SMU) Dedman School of Law. He is the Director of the SMU Corporate Counsel Externship Program, the former Director of SMU’s Corporate Directors’ Institute, the former Senior Associate Dean for Academics, and the former Senior Associate Dean for Research at the SMU School of Law. He has served as a member of the FINRA National Adjudicatory Council (NAC). His experience includes serving as a visiting professor, scholar, fellow, and speaker at law schools and institutes outside of the United States, including in Argentina, Australia, China, England, Finland, France, Germany, Israel, Italy, Japan, Luxembourg, New Zealand, Russia, Scotland, South Africa, Sweden, and Taiwan. He received his undergraduate degree at the University of Michigan and his law degrees at the University of California, Los Angeles (J.D.) and Yale University (LL.M.).

Professor Steinberg was an enforcement attorney at the United States Securities and Exchange Commission, and thereafter became special projects counsel, directly assisting the SEC’s General Counsel in a wide variety of projects and cases and serving as the General Counsel’s confidential legal adviser. He has authored approximately 50 books and 150 law review articles, is editor-in-chief of The International Lawyer, editor-in-chief of The Securities Regulation Law Journal, and serves on the advisory board of The Journal of Corporation Law. Professor Steinberg is a member of the American Law Institute.

Moderator:Professor Giuliano Castellano, Director of AIIFL and Associate Professor, HKU Law

For inquiries, please contact Ms. Candy Ip at aiiflhku@hku.hk.