Recent Trends in Officer Liability

Harvard Law School Forum on Corporate Governance

Edward B. Micheletti

Partner Edward Micheletti and associates Bonnie David and Andrew Kinsey discuss the Delaware Supreme Court's clear position that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the corporation and its stockholders. Over the past year, stockholder plaintiffs have increasingly pursued claims against officers for breaches of the duty of care. Moreover, such claims have been raised not only in the derivative context but in class action merger litigation as well, with mixed results.