The fundamental responsibility of the board of directors of a corporation is to oversee and supervise the management of the corporation's business. All directors of a corporation, whether or not “independent,” owe fiduciary obligations to the company and its stockholders.
What They Do in Delaware
The fundamental responsibility of the board of directors of a corporation is to oversee and supervise the management of the corporation's business. All directors of a corporation, whether or not "independent," owe fiduciary obligations to the company and its stockholders. These fiduciary obligations include the duty of care and the duty of loyalty, and, within these duties, a duty of disclosure. The precise enunciation of these fiduciary obligations varies among states. The following discussion is based on the law of Delaware, in which a large proportion of public companies are incorporated.
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David C. Fischer And Fran M. StollerThis premium content is locked for LawJournalNewsletters subscribers only
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