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On May 13, 1980, Douglas Fraser, President of the United Automobile Workers [UAW], was elected to the board of directors of the Chrysler Corporation.1 Fraser's election was the product of a four-year UAW campaign for representation. on the board of a major auto manufacturer.2 The UAW's demand was a rare expression of such an interest on the part of a United States union,3 but one that is likely to occur more frequently in the future.4 Fraser and future union representatives on corporate boards face a serious conflict of interest under current corporate and labor law. A corporate director has a fiduciary duty to the corporation's shareholders.5 A union official, however, has a fiduciary duty to the union and its members. A union official on a corporate board thus has a duty to both union members and to shareholders. 6 Whenever these two groups' interests conflicted, therefore, the union officer would have to breach one of these duties. The topic of this Comment is the manner in which the law should deal with this conflict. Part. I' briefly examines the nature of the fiduciary duties of union officers and corporate directors, concluding that the conflict between these duties is irremediable under existing law. Part II argues that relaxation of the usual director's duty to shareholders in order to allow union representation of workers' interests 7 could be expected to have a generally favorable impact on economic efficiency. Part III examines some important noneconomic policies that would be furthered by allowing union representation. Part IV presents a general standard for

An Economic and Legal Analysis of Union Representation on Corporate Boards of Directors