For centuries, the duty of loyalty has been the hallowed centerpiece of fiduciary obligation,
widely considered one of the few “mandatory” rules of corporate law. That view, however, is
no longer true. Beginning in 2000, Delaware dramatically departed from tradition by granting
incorporated entities a statutory right to waive a crucial part of the duty of loyalty: the corporate
opportunities doctrine. Other states have since followed Delaware’s lead, similarly permitting
firms to execute “corporate opportunity waivers.” Surprisingly, more than fifteen years
into this reform experiment, no empirical study has attempted to measure either the corporate
response to these reforms, or to evaluate the implications of that response.
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