Banks as Public Interest Enterprises: Expanding Fiduciary Duties Beyond Shareholders

Legal scholars debate whether financial institutions should not primarily serve shareholders but owe primary direct duties to creditors, insureds, and account holders. Further debates span if these institutions also owe broader fiduciary duties to the public, given the protections banks receive from taxpayers as institutions that are “too big to fail.” This has turned into an ongoing debate about the original purpose of the corporate entity and differing opinions over the lessons of precedent. This course will discuss this topic at length, reviewing recent trends for incorporating banks as benefit corporations. It will also discuss proposals for legislation to allow federally chartered banks to consider non-shareholder interests in decision-making expressly.

Attendees will learn the history of financial institutions, specifically focusing on instances of them prioritizing wealth generation over the common good. Regarding more recent times, attendees will also learn modern attempts to define and/or legislate corporate responsibilities and new perspectives towards more enhanced fiduciary duties. The course will consider the enhanced provision of services allegedly provided to stakeholders by seven benefit B Corp Banks in the U.S. and six foreign banks in the UK, Canada, and Australia. Lastly, it will discuss the legal risk assessment of JPMorgan Chase & Co., Bank of America Corp., and Wells Fargo & Co.’s not to transition to benefit corporations.

This course is ideal for attorneys at any stage in their careers interested in the trends towards enhanced fiduciary duties of financial institutions for multiple stakeholders, the incorporation of thousands of benefit corporations, and values-driven banking.

Learning Objectives:

1. Evaluate the history of banks as institutions prioritizing wealth generation over the common good.
2. Assess the debate over reimagining corporations and financial institutions that require enhanced fiduciary duties for multiple stakeholders.
3. Review proposed federal legislation to align federally chartered bank priorities with the public’s interests.
4. Analyze the alleged provision of enhanced services of seven examples of B Corp Banks in the United States and six foreign banks in the UK, Canada, and Australia.
5. Evaluate the basis for rejecting big banks' proposals to convert to benefit corporations.
6. Assess the likelihood that large or small banks will transition into statutory Public Benefit Corporations (PBCs).

Production Date: 7/25/2025 | Closed captioning (CC) available