Abstract
This Article examines the intersection of company law and academic freedom, specifically exploring how nonprofit universities might invoke corporate and agency law principles to assert breach of fiduciary duty claims when a university could view a professor’s handling of controversial topics or facilitation of provocative class discussions as detrimental to its financial interests or public reputation. Such allegations might arise when universities perceive that these discussions alienate donors, provoke public backlash, or otherwise harm the institution’s standing, thereby framing the professor’s academic choices as potentially disloyal or harmful to the university. While public university professors might argue that the First Amendment protects such classroom activities, this Article contends that in both public and private institutions, extraconstitutional and extralegal considerations complicate the situation. By applying company law principles, this Article delves into the intricate fiduciary duties that professors may owe to their employing institutions, uncovering the legal and ethical tensions that these duties create within the academic environment. The Article challenges the conventional view of the university solely as a contractual nexus, proposing instead that complex fiduciary relationships that may conflict with traditional academic freedoms govern this entity.
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