Emory Corporate Governance and Accountability Review


Should non-director corporate officers owe identical fiduciary duties as the fiduciary duties of directors? Darren C. Skinner discusses the 2009 case of Gantler v. Stephens which held in 'a matter of first impression' the fiduciary duties owed by corporate officers are identical to the duties owed by the directors of the corporation. He illustrates how application of this decision can have confounding and disharmonious results and discusses unanswered questions in the application of this decision. The author discusses who qualifies as an officer for the purpose of fiduciary duties, Delaware case law on this issue and he offers a solution for defining which employees of a corporation are employees for the purposes of fiduciary equivalency. He discusses whether directors and officers should have identical 'Caremark Duties'. The author also discusses opposing views regarding whether the Business Judgment Rule should protect officers the same way it protects directors.