Contract, Trust, and Corporation: From Contrast to Convergence

This Essay contributes to the theory offiduciary relationships.
Using legal analysis, legal theory, and the results of a new global survey of
professional fiduciaries, it shows that fiduciary relationships are not now
fundamentally different from contractual relationships. I then show how
dfferent types of fiduciary relationships are converging. Scholars commonly
claim that the fiduciary obligations imposed on trustees are more severe-and
more severely enforced-than those imposed on corporate directors and
officers. Large parts of current law and practice do not bear out this view.
That fiduciary relationships generally, and their traditionally distinct types,
are in practice more alike to other social and economic relationships than it is
often assumed expresses the current reformulation of fiduciary relationships
as short term, arm's length, commodified transactions. Because this
reformulation is part of an overall socio-economic transformation, tending to
anonymity and commodification, reforms returning fiduciary law to its
protective roots are unlikely to reverse the commodification of fiduciary
relationships.