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An Introduction to the Law of Corporations: Cases and Materials

Fiduciary Duties of Directors

Although the Delaware code - and the corporate codes of all the other states for that matter - do a good job of describing the corporate form and the mechanics of operating this form, with the exception of perhaps ยง144, the code says precious little about the standards to which boards of directors who are managing the corporation will be held. This is so because corporate fiduciary duties are a product of the common law and not statute. In the following sections we examine the various core duties of corporate directors. Although these duties are fewer in number than the fiduciary obligations of agents, they are entirely consistent.