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November 1, 201506477000
Dissident Director Who Harms Corporation to Further Personal Objectives Violates Duty of Loyalty
Directors owe fiduciary duties to a corporation on whose Board of Directors (“Board”) they serve and effectively to all of its stockholders. The fiduciary duty of loyalty dictates that directors act in good faith and not allow their personal interests to prevail over those of the corporation. Thus, a director may not use confidential company information, or disclose it to third parties, for personal gain without authorization from his fellow directors. This principle is often memorialized in corporate policies
November 10, 2017Justin M. Long
Fiduciary Duties of Directors in M&A Transactions
There are several landmark cases which define the duties of directors in DE and TX companies, including the duties of obedience, loyalty and care. Within the last five years, there have been a number of cases providing additional color.
May 25, 2014Adrienne Randle Bond
Fiduciary Duty Exculpation - Drafting Notes
These are the drafting notes from the author regarding this topic. Essentially, an outline of the topic.