Beyond Shareholder Primacy: Reconceptualising Fiduciary Duty in Stakeholder-Centric Corporate Governance Frameworks

Abstract

The doctrine of shareholder primacy has long dominated corporate governance theory, yet its structural inadequacies have been exposed by mounting stakeholder conflicts, ESG accountability deficits, and post-pandemic organisational resilience failures. This paper critically re-evaluates the fiduciary duty construct within Anglo-American governance paradigms, interrogating its continued applicability in multi-stakeholder environments characterised by intensified regulatory scrutiny and non-financial value creation imperatives. Drawing on a mixed-methods research design — combining systematic literature synthesis with comparative institutional analysis across OECD jurisdictions — the study identifies structural tensions between shareholder value maximisation and long-term enterprise sustainability. Findings indicate that stakeholder-centric governance models demonstrably outperform shareholder-primary counterparts on composite performance indices over five-year horizons. The paper proposes a reconceptualised fiduciary duty architecture, integrating relational contract theory and stewardship governance principles.