《公司法中的行为异化及评价标准研究（纯英文，Fordham法律评论）》.pdf

Fordham Law R eview Volume 62 | Issue 3 Article 1 1993 The Divergence of Standards of Conduct and Standards of Review in Corporate Law Melvin Aron Eisenberg Recommended Citation Melvin Aron Eisenberg, The Divergen ce of Standards of Conduct and Standards of Review in Corp orate Law, 62 Fordham L. Rev. 437 (1993). Available at : /flr/vol62/iss3/1 This Article is brought to you for ree and open access by FLASH: The Fordham Law Archive of Scholarship and History. It has been accepted for inclusion in Fordham Law R eview by an authorized administrator of FLASH: The Fordham Law Archive of Scholarship and History. For more information, please contact tmelnick@. ARTICLES THE DIVERGENCE OF STANDARDS OF CONDUCT AND STANDARDS OF REVIEW IN CORPORATE LAW MELVIN ARON EISENBERG * In thisArticle; ProfessorEisenberg examines how and why standardsof conduct and standardsof review diverge in corporatelaw. Professor Eisenberg analyzes the relevantstandardsofconduct and review that apply in a number ofcorporate law contexts. He discusses the reasoningandpolicies underlying these diverging standards. ProfessorEisenberg explains the basis of most existing standardsof conduct and review and suggests modifications of several others. INTRODUCTION r-H IS Article concerns standards of conduct and standards of review I in corporate law. A standardof conduct states how an actor should conduct a given activity or play a given role. A standardof review states the test a court should apply when it reviews an actors conduct to deter- mine whether to impose liability or gra