Delaware Supreme Court: Corporate Officers Owe Same Fiduciary Duties of Care and Loyalty as Directors

February 03, 2009
The Supreme Court of Delaware in Gantler v. Stephens established for the first time that officers of Delaware corporations owe the same fiduciary duties of care and loyalty as directors, and clarified the common-law doctrine of stockholder ratification, holding that stockholder approval that is statutorily required cannot operate as ratification of director action. This update examines the Gantler v. Stephens decision and its implications for directors and managers of Delaware corporations.