Speaker: Professor Marc Steinberg (SMU Dedman School of Law)

This presentation, based on Professor Steinberg’s June 2025 Oxford University Press book Corporate Director and Officer Liability — “Discretionaries” Not Fiduciaries, posits that corporate directors and officers are not fiduciaries. In fact, the liability standards that normally apply are 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. Therefore, 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 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 issues, 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.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/

Speaker: Professor Paul Deemer (Vanderbilt Law School)

This lecture focuses on the development and project financing of large international infrastructure projects, and covers –

• What is “project finance” and what is not? How does a “project financing” differ from other types of financing?
• Why is project finance used on large infrastructure projects? What is “leverage,” and why is that important?
• What legal structures and documents are commonly used in project financings?
• Who are the participants in a project financing? What are their roles?
• What is the role of the lawyer? Why should a new lawyer be familiar with project finance?

In discussing these issues, the speaker draws on his experience representing clients on projects in Europe, Asia, Africa and the Middle East.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/

Speaker: Professor Eva Micheler (LSE)

Abstract: Reliance on agency-theoretic reasoning has led to substantial theoretical and empirical advances in company law scholarship, but the narrow focus on board-level actors and phenomena has disconnected the analysis of the company from the reality of the economic organisation it is meant to enable and support. We follow Oliver Williamson’s call for a ‘law, economics, and organization’ approach, and build on Elinor Ostrom’s ‘institutional analysis and development’ framework to propose a narrative model of the company in terms of nested levels of governance. We argue that our model works as a positive description of the law as it is, and puts us in a stronger position to evaluate the likely consequences of certain normative interventions, which we illustrate with some observations about ongoing debates in corporate governance.

The paper is jointly written by David Gindis and Eva Micheler and can be found at Taylor and Francis Online.

Eva Micheler studied law at the University of Vienna and at the University of Oxford before joining LSE Law School in 2001. She is a Professor of Law at the London School of Economics. Professor Micheler is also on the management committee of the Systemic Risk Centre at LSE. She was a TMR fellow at the Faculty of Law of the University of Oxford and teaches regularly at the University of Vienna and the Bucerius Law School in Hamburg.

3CL runs the 3CL Travers Smith Lunchtime Seminar Series, featuring leading academics from the Faculty, and high-profile practitioners.

For more information see the Centre for Corporate and Commercial Law website:

http://www.3cl.law.cam.ac.uk/