The conversation begins with some background information on Prof. Steinberg’s book. As he puts it, “For centuries, directors and officers have been identified as fiduciaries, bearing a legal and ethical duty to act in the best interests of those they represent. However, the liability standards that ordinarily exist are too lenient to be characterized as fiduciary. This misrepresentation is detrimental to the rule of law, contravenes reasonable investor expectations, and impairs the integrity of the financial See more +
The conversation begins with some background information on Prof. Steinberg’s book. As he puts it, “For centuries, directors and officers have been identified as fiduciaries, bearing a legal and ethical duty to act in the best interests of those they represent. However, the liability standards that ordinarily exist are too lenient to be characterized as fiduciary. This misrepresentation is detrimental to the rule of law, contravenes reasonable investor expectations, and impairs the integrity of the financial markets.”
Therefore, his book, Corporate Director and Officer Liability—‘Discretionaries’ Not Fiduciaries, argues for removing a fiduciary status for corporate directors and officers, instead favoring adoption of a new, more accurate term: “Corporate directors and officers are, instead, ‘discretionaries.’” Such a term, he says, more accurately portrays the status of corporate directors and officers who are held to varying standards of liability depending on the applicable facts and circumstances.”
With such a new model in mind, “the book addresses a wide range of key issues, including the duty of care, the business judgment rule, exculpation statutes, the duty of good faith, interested director transactions, derivative litigation, mergers and acquisitions, and closely held corporations.”
A thought-provoking addition to the field, Prof. Steinberg’s book provides an alternative framework that enhances corporate governance standards while protecting corporate fiduciaries from undue liability exposure.
He shares with Regulatory Ramblings host Ajay Shamdasani what prompted him to write such a book on the topic now, as well as why it is essential to reframe the role of corporate directors and officers as “discretionaries” rather than “fiduciaries,” and what purpose it serves. As Prof. Steinberg acknowledges, it will change the legal analysis and consequently, the responsibilities and liabilities of the parties concerned. He also comments on what he believes his treatise adds to the preexisting scholarship on the matter.
Following that, we chat with Tram Anh about her background and her rationale for creating the GWAI—especially when similar such bodies already seem to exist.
Looking ahead, she sees GWAI going far and believes its best days are yet to come. As she put it, GWAI is where inspiration meets action—creating pathways for women to lead in AI, together.
From its inception, CFTE has been concerned about inclusive education—that those who want to master the vital technologies of tomorrow should be able to do so without fearing the barriers of cost, class, or their current educational, professional, or social standing. Tram Anh said that GWAI’s creation was part of a larger, longer-term goal; the same motivation that compelled her and her partner and co-founder, Huy Nguyen Trieu.
Indeed, Tram Anh believes the CFTE has come a long way, with offices on multiple continents and numerous groups and individuals receptive to its mission of democratizing the learning of fintech and related topics.
Ultimately, she believes that more needs to be done to encourage women to enter STEM fields, enabling them to contribute to the development of AI and Web3.
Resources:
• Follow Tram Anh Nguyen on LinkedIn | https://www.linkedin.com/in/tramanhnguyen9/
• Visit GWAI—Global Women in AI’s website | https://globalwomeninai.org/
• Visit CFTE—Centre for Finance, Technology and Entrepreneurship’s website | https://courses.cfte.education/
• Checkout CFTE Courses: courses.cfte.education | https://courses.cfte.education/
• Follow Marc I. Steinberg on LinkedIn | https://www.linkedin.com/in/marc-steinberg-07180197/
• Check out his new book: Corporate Director and Officer Liability: Discretionary, Not Fiduciary | https://a.co/d/dK2aZbk See less -
