Fiduciary Duty in Transitional Civil Law Jurisdictions Lessons from the Incomplete law Theory Katharina pistor Chenggang Introduction Fiduciary duty is a core concept in Anglo-American corporate law for delineating the rights and responsibilities of directors and managers, as well as dominant shareholders vis-a-vis minority shareholders. Yet its precise meaning is difficult to discern without reference to a large body of case law. Judge-made law has over time carved out a subset of specific obligations and standards of conduct derived from this principle. Most widely accepted are the duty of care and the duty of loyalty, where the duty of loyalty refers to situations in which conflict of interest is present. The meaning of each of these obligations is explained by referring to a subset of more specific obligations. Some of these obligations have been codified This is true in the US, for example, for the duty to disclose material information to investors and shareholders. Those that have not. or where codification still left sufficient room for I The Securities and Exchange Act includes numerous provisions that could be regarded as a pecification of directors duties vis-a-vis their investors. Similarly, state takeover rules specify the standards of behavior of directors in a takeover situation. Yet, most of these provisions remain rather ambiguous and require further specification by courtsFiduciary Duty in Transitional Civil Law Jurisdictions Lessons from the Incomplete Law Theory Katharina Pistor and Chenggang Xu Introduction Fiduciary duty is a core concept in Anglo-American corporate law for delineating the rights and responsibilities of directors and managers, as well as dominant shareholders vis-à-vis minority shareholders. Yet its precise meaning is difficult to discern without reference to a large body of case law. Judge-made law has over time carved out a subset of specific obligations and standards of conduct derived from this principle. Most widely accepted are the duty of care and the duty of loyalty, where the duty of loyalty refers to situations in which conflict of interest is present. The meaning of each of these obligations is explained by referring to a subset of more specific obligations. Some of these obligations have been codified.1 This is true in the US, for example, for the duty to disclose material information to investors and shareholders. Those that have not, or where codification still left sufficient room for 1 The Securities and Exchange Act includes numerous provisions that could be regarded as a specification of directors’ duties vis-à-vis their investors. Similarly, state takeover rules specify the standards of behavior of directors in a takeover situation. Yet, most of these provisions remain rather ambiguous and require further specification by courts