Delaware Supreme Court Extends Fiduciary Duties to Corporate Officers -- Important Lessons for Nonprofit Corporations

In Gantler v. Stephens, Delaware Supreme Court clarified the law, making clear that corporate officers are subject to the same fiduciary duties as directors. Jack Siegel's analysis of this decision provides best practices and lessons corporate officers and directors, particularly in the nonprofit...

The Fiduciary Duties of Acquiring Directors

Relatively few cases address the fiduciary duties of an acquiring board. These cases indicate that, absent a conflict of interest, courts will generally apply the deferential standard of the business judgment rule to a board's acquisition decision. Nonetheless, recent highly publicized failed acquisitions...

Virginia Business Owners Smacked For Paying Themselves Excessive Fees

Two owners of a Virginia restaurant breached their fiduciary duty to the corporation they managed by paying themselves exorbitant management fees and by making improper loans and distributions to themselves, a Fairfax County judge has found. "Fiduciary duty" in this context generally...

Do Managers of Delaware LLCs Have the Same Fiduciary Duties as Directors of Delaware Corporations?

Recently, the Delaware Court of Chancery issued a ruling on the question of whether a manager (or managing member) of a Delaware limited liability company owes fiduciary duties to the company and its members. The court ruled that it does. As a legal practitioner, this result is unsurprising. ...

Francis Pileggi and Kevin Brady Discuss the Delaware Court of Chancery’s Recent Rulings in Auriga Capital Corp. v. Gatz Properties

Francis Pileggi and Kevin Brady of Eckert Seamans discuss several aspects of recent rulings by the Delaware Court of Chancery in Auriga Capital Corp. v. Gatz Properties LLC, C.A. No. 4390-CS (Del. Ch., Jan. 27, 2012). On the Delaware Corporate and Commercial Litigation Blog , they write that the case...

Bank Not Liable For Embezzlement, Says NC Business Court

Do you have a client who says his associate embezzled a lot of his money? Does he want to sue the Bank that held the funds, claiming that the Bank should have known that misdoings were afoot and blown the whistle? You'd better tell him to think twice before bringing that claim to the Business Court...

It's A First: Fiduciary Duty Claim Sticks Against A Bank

For the first time that I am aware of, the Business Court has found a Complaint to sufficiently allege a breach of fiduciary duty claim against a bank, in today's opinion in WNC Holdings, LLC v. Alliance Bank & Trust Co . , 2012 NCBC 50. The case has a familiar ring to it on the facts. Real...

Chancery Addresses Default Fiduciary Duties in LLC and Advancement Issues

Zimmerman v. Crothall , C.A. No. 6001-VCP (Del. Ch. Jan. 31, 2013) Issue Presented This 74-page opinion addresses the allegations of a minority unitholder in an LLC who asserts claims that the directors breached their fiduciary duties in connection with several financing transactions. Brief...

O Lord Don't Buy The Nanny a Mercedes-Benz

The order Wednesday of last week in Patriot Performance Materials, Inc. v. Powell , 2013 NCBC 10 was appropriately timed for the day before Valentine's Day. Powell, the Defendant, had a 50% interest in several businesses with Henderson, one of the Plaintiffs. He alleged in a third party...

Default Fiduciary Duties Coming for Delaware LLCs

There has been a back and forth between the Chancery Court and the Delaware Supreme Court about whether there are default fiduciary duties for LLCs. The Chancery Court takes the position that there are default fiduciary duties, though you may contract around them. The Supreme Court on the other...

To Whom Are Directors' Duties Owed?

It is generally understood that corporate directors act in a fiduciary role in performing their board duties. But to whom do directors owe their fiduciary duties? That was the question asked in a November 8, 2013 decision from the North Carolina Supreme Court, in which the Court reversed a trial verdict...

Should Bank Directors’ Fiduciary Duties Be Expanded?

A recurring question is whether bank directors should be held to a more stringent fiduciary duty than are the directors of other kinds of companies. The question has been raised in the current wave of failed bank litigation, as the FDIC has tried to argue, for example, that bank directors are not entitled...