January 30, 2009
Delaware Supreme Court: officers are fiduciaries
Posted by Usha Rodrigues

In Gantler v. Stephens, (Del. Supr., Jan. 27, 2009), the Delaware Supreme Court has clarifed that "officers of Delaware corporations, like directors, owe fiduciary duties of care and loyalty, and that the fiduciary duties of officers are the same as those of directors." Vindicating the work of  Lyman Johnson and David Millon, the opinion goes on to address major issues in Delaware law, including when shareholder ratification effectively shields board action (hint: if a shareholder vote is legally required already, no go).  Francis Pileggi has a great summary of the opinion here.

For too long our scholarship has focused on the board of directors, rather than on the true powerbrokers of the corporation.  My article From Loyalty to Conflict, just published in the Florida Law Review, takes the idea of officer-as-fiduciary and runs with it.  I argue that we need to educate officers to recognize conflicts of interest and train them in how to handle them.  I suspect we scholars will be be unpacking Gantler v. Stephens for quite some time, but my initial reaction is relief that Delaware's highest court has confirmed that officers are in fact fiduciaries.

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