1 Corporate Governance: Law and Practice § 4.03


Summary

  • [1] Overview of Directors’ Duties

    Under Delaware law, directors owe basic fiduciary duties of care and loyalty to the corporation and its stockholders.1Link to the text of the note The duty of loyalty includes the subsidiary duty of good faith.2Link to the text of the note In addition, directors have a duty of oversight and disclosure. The duty of care generally requires directors to inform themselves of all material facts regarding a...