ABSTRACT
The tremendous economic success of the corporate form in the United States of America has been attributed to factors including limited liability, legal personhood, transferability of ownership, continuous existence, access to capital, and the mechanisms of fiduciary duties. All of these are valorized and/or critiqued in a long legacy of corporate legal scholarship. The media has occasionally highlighted potentially problematic aspects of corporate structures and law in works such as the blockbuster movies Wall Street and The Big Short or documentaries like The Corporation and Enron: Smartest Guys in the Room. In more accessible popular media, shows such as The Simpsons and South Park have taken aim at corporate excess over the years. Even a 25-year-old video game franchise turned acclaimed Amazon Prime series, Fallout, has become an important entry in broadening popular critiques of the incentives created by corporate law.
Although this article centers the treatment of fiduciary duty in Fallout as a serious critique, it will also consider negative corporate dynamics that are created by – or at least foreseeable under – current economic and legal norms. One purpose of this paper is to identify problems created by contemporary fiduciary duty rules, but I also intend to highlight other areas of law (such as antitrust, labor, free speech, etc) that intersect with corporate law to magnify those problems. That these issues are rising into popular culture and public consciousness gives new hope that some of the proposed solutions might be achievable, something I would not have anticipated ten years ago. Section I will consider the world of Fallout and its connection to early 21st Century law in the United States. Section II will take a close look at the fiduciary duty discourse from the series in the context of corporate legal scholarship. Section III will then consider how to avoid the absurd extremes of corporate abuse portrayed in the Fallout universe. Section IV will examine additional legal issues that fiduciary duties may influence, including antitrust, election finance, labor, public benefits, tax, and internet regulation.
Powell, Russell, Fallout and Fiduciary Duty (November 1, 2024), 21 Hastings Business Law Jounral 55 (2024).
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