CURRENT ARTICLES AND NOTES
ASSESSMENT AND EVALUATION:
RETHEORIZING THE EVOLVING RULES OF DIRECTOR LIABILITY

Mae Kuykendall

This article, by Professor Mae Kuykendall, Professor of Law, Michigan State University-Detroit College of Law, offers several perspectives to explain the current state of director liability statutes. While scrutinizing the predominant contract and anti-managerialist models of analysis, the author considers other hypotheses to explain the statutory forms such as the "rent-seeking" model, post-modern theory, and the "team production" model of the corporation. The article then considers the variety of policy alternatives underlying director liability statutes. Ultimately, the author provides a novel and comprehensive analysis of corporate indemnification statutes, leaving the reader with a myriad of perspectives from which to analyze corporate codes.