Catholic University Law Review


In this article, and drawing on the work of Fineman and others, we use a vulnerability lens as a device to emphasize the protection that could be offered to vulnerable parties in corporations through directors’ duties. By situating corporations in the vulnerability paradigm, we will discuss the limitations of formal equality and clarify the role played by corporate law. The increasingly blurred distinction between private law and public law will be discussed to rationalize the protection of the vulnerable through collective responsibility. Vulnerability theory mediates conflicts between calls for “regulatory state policies” and “individual responsibility” to supervise and monitor corporate actions by improving resilience in four kinds and two stages. We observe that vulnerability is universal in corporations, but priority should be given to the vulnerable parties with the highest dependency, whose identity varies depending on both internal and external contexts. The vulnerability paradigm, assisted by Goodin’s analysis of protecting the vulnerable, lays a solid theoretical base to explain directors’ duties towards vulnerable parties, particularly those with the highest dependency, within the vulnerability matrix. These parties will periodically enjoy prioritized protection over other constituencies occupying less threatened positions.