ambiguity as to the scope and meaning of the law, are derived by courts in the process lJuaication Thus, in Anglo-Saxon countries, courts are in charge of determining the boundaries of managers' obligations to shareholders boundaries. which are inherently difficult to circumscribe exhaustively. As Clark puts it, this general duty of loyalty is a residual concept that can include factual situations that no one has foreseen and categorized"( Clark 1986: 141). The broad and encompassing nature of Fiduciary Duties appears to be a crucial factor in explaining the importance it has acquired in Anglo-American jurisdictions( Clark 1986: Coffee 1989, Eisenberg 2000 Johnson et al. 2000). It has allowed courts to take account of the changing nature of the business enterprise while maintaining at least the semblance of undisputed principles for determining what is right and what is wrong in corporate conduct As many have pointed out, the corporate law in the U.S., especially in Delaware has developed from a(fairly) prohibitive, or mandatory law into an enabling corporate law, which allows shareholders to opt out of many legal provisions and substitute their own contractually determined arrangements( Coffee 1989);(Black and Kraakman 1996). Nevertheless, shareholders (or rather those controlling the process of charter and by-law making) have not been able to opt out of the principle of fiduciary duty, which has gained in importance as the law has become more enabling (Coffee 1989). The contrast with corporate law in many civil law jurisdictions is stark. German law, for example, explicitly states that all provisions of the corporate law are mandatory, except where otherwise stated, and courts have not played an Compare Sec. 23 of the German Law on Joint Stock Companies(AktG)4 ambiguity as to the scope and meaning of the law, are derived by courts in the process of adjudication. Thus, in Anglo-Saxon countries, courts are in charge of determining the boundaries of managers’ obligations to shareholders – boundaries, which are inherently difficult to circumscribe exhaustively. As Clark puts it, “this general duty of loyalty is a residual concept that can include factual situations that no one has foreseen and categorized” (Clark 1986:141). The broad and encompassing nature of Fiduciary Duties appears to be a crucial factor in explaining the importance it has acquired in Anglo-American jurisdictions (Clark 1986; Coffee 1989; Eisenberg 2000; Johnson et al. 2000). It has allowed courts to take account of the changing nature of the business enterprise while maintaining at least the semblance of undisputed principles for determining what is right and what is wrong in corporate conduct. As many have pointed out, the corporate law in the U.S., especially in Delaware, has developed from a (fairly) prohibitive, or mandatory law into an enabling corporate law, which allows shareholders to opt out of many legal provisions and substitute their own contractually determined arrangements (Coffee 1989); (Black and Kraakman 1996). Nevertheless, shareholders (or rather those controlling the process of charter and by-law making) have not been able to opt out of the principle of fiduciary duty, which has gained in importance as the law has become more enabling (Coffee 1989). The contrast with corporate law in many civil law jurisdictions is stark. German law, for example, explicitly states that all provisions of the corporate law are mandatory, except where otherwise stated,2 and courts have not played an 2 Compare Sec. 23 of the German Law on Joint Stock Companies (AktG)