Good faith in corporate law – an independent fiduciary duty or an element of the duty of loyalty?
Good faith in corporate law – an independent fiduciary duty or an element of the duty of loyalty?

Summary/Abstract: Taking the duty of loyalty as a starting point, which we consider to be the director’s core fiduciary duty, this paper aims at identifying the contours of good faith incorporate law and the interpretations of this institution in corporate governance. The objective of the paper is to demonstrate the autonomy of good faith, along with the duty of care and the duty of loyalty. The paper displays the traditional legal approaches of this institution, both in continental civil law and in common law literature and jurisprudence and exhaustively describes the obligations that compose or even define this concept. Due to its amplitude, the duty of good faith enabled courts to articulate subsidiary fiduciary duties that meet social changes and transformation within business law. By means of cited case law, the conclusion will show that due to the nature, content and effects of situations where specific obligations are met, these may not be incorporated as elements of the traditional duty of care or duty of loyalty.

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