This chapter argues that corporate law is unique in a way that is not widely recognized, and is not unique in the way it is widely thought to be. First, unlike other fields of law where fiduciary obligations play a key role, in corporate law, not one, not two, but three distinct actors owe fiduciary duties—executive officers, directors, and controlling shareholders. The beneficiaries of those actors' duties, the reasons for imposing duties, and the scope and demands of fiduciary duties differ for the three actors. Thus, there is not a singular duty of care and loyalty in Delaware corporate law, but multiple variations of those duties owed by multiple actors. Delaware has a law of fiduciaries, not a fiduciary law. Second, this chapter challenges the supposed standard of conduct-standard of review divergence first hailed in 1993 by Professor Melvin Eisenberg as unique to corporate law.The construct was descriptively inaccuratewhen Professor Eisenberg first wrote, it has been little used by the Supreme Court since then, and the standards often converge rather than diverge.

This is the first book to provide a comparative and critical analysis of why and how corporate governance and corporate law have been or can be used to promote and protect sustainability in the four common law jurisdictions in Asia, ie Singapore, Hong Kong, India and Malaysia. Based on theoretical, doctrinal and empirical research, I critically evaluate the rationales for, and effectiveness of, six corporate mechanisms, namely (1) sustainability reporting; (2) gender diversity on the board of directors; (3) constituency directors; (4) stewardship codes; (5) directors’ duty to act in the best interests of the company; and (6) liability on companies, shareholders and directors.

There has been a proliferation of stewardship codes around the world. There are eighteen jurisdictions in different parts of the world that have adopted stewardship codes in one form or another.1 The four common law jurisdictions in Asia are no exceptions. The Malaysian Code for Institutional Investors (MCII) was issued in 2014, the Hong Kong Principles of Responsible Ownership (HKPRO) in 2016 and the Singapore Stewardship Principles for Responsible Investors (SSP) in 2016.