kaal:position:2026-07-31-6746
Contractualizing Corporate Governance presents the following source proposition: The law of fiduciaries has long constrained discretionary control of other people’s property, notably in corporate governance, where directors owe a corporation duties of care and loyalty. This proposition is pertinent to Kaal's source-bound claim that Courts have recognized an enhanced fiduciary duty among participants in closely held corporations, holding that majority shareholders owe fiduciary duties not only to the corporation but to minority shareholders as a class. The proposed response is an extension: the relationship should remain limited to the retrieved source proposition and the mapped Kaal claim unless fuller source review supports a broader conclusion.
corporate-governancehistorical-responsescholarly-literatureopenalex