From a theoretical standpoint, prevailing corporate law seems to be in conflict with possibly desirable constituency interest representation on the board. However imposed uniform duty strategy may not matter all that much. In practice, corporate actors select rules that they enforce more diligently than others, e.g., duty of confidentiality is strict in the book but can be seen as en entry point for turning the currently mandatory directors’ duties into default law. In addition, there is little enforcement of the corporate purpose directors are expected to pursue. Finally, and importantly, the interest of the corporate is determined primarily by board deliberation and permitting a specific type of director, along with specific interests, is pat of the corporate policy
GELTER, M. et HELLERINGER, G. (2014). Constituency Directors and Corporate Fiduciary Duties. Dans: Philosophical Foundations of Fiduciary Law. 1st ed. Oxford University Press, pp. 302-320.