We investigate the impact of the fiduciary duty of loyalty on corporate culture. Leveraging the staggered state adoption of corporate opportunity waiver (COW) laws as an exogenous fiduciary loyalty decline, we find that COW laws deteriorate corporate culture. This effect operates through increased board overlapping and director busyness and is more pronounced in firms with legal-expert directors, weaker governance, and greater outside opportunities as well as in smaller or younger firms. The results are robust across alternative measures, time frames, legislative events, estimation strategies, etc. Overall, the fiduciary duty of loyalty plays a crucial role in enhancing corporate culture and firm performance. (JEL G34, G38, M14)

We posit that outsourcing flexibility helps overcome financial constraints and provide evidence concerning the role of financial constraints and its interaction with operational flexibility on the likelihood and market value of outsourcing. We find that the likelihood of outsourcing is higher the greater the firm's financial constraints prior to outsourcing and that the effect of financial constraints on the likelihood of outsourcing is greater the lower the ex-ante operational flexibility, suggesting partial substitution between financial and operational flexibility. We further show that the market value impact of outsourcing announcements is predominantly positive confirming net flexibility gains positively related to ex-ante financial constraints. Our findings suggest that outsourcing is a vehicle for flexibility acquisition and that financial constraints play a prominent role.