DELAWARE CASE-LAW ON FIDUCIARY DUTIES
Good faith, not a good result, is what is required of the board
According to the Delaware Court of Chancery in its decicion of 18 October 2016 regarding Capital One (click here), the standard under Delaware law for imposing oversight liability on a director (sometimes referred to as Caremark liability) is an exacting one that requires evidence of bad faith, meaning that “the directors knew that they were not discharging their fiduciary obligations.”
In this derivative action, a stockholder of Capital One Financial Corporation asserts that its directors breached their fiduciary duty of loyalty and unjustly …
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