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The duty of disclosure has developed significantly over the past century of Delaware corporate jurisprudence. As the duty currently stands, corporate directors and officers owe a duty to disclose material information to the shareholders. However, in many recent high profile public company scandals, it was not the board’s failure to act on the information provided by senior officers, but the failure of senior officers to provide directors all relevant information that resulted in unsatisfactory corporate governance. Few Delaware cases directly address the duties and liabilities of senior corporate officers in their capacity as officers and not as directors or non-director officers. Instead, most cases and commentaries combine a discussion of director and officer obligations, generally concluding that their fiduciary duties are the same. However, this article argues that simply defining officers’ fiduciary duties the same as directors does little to hold senior corporate officers accountable for failing to provide information to directors, and senior corporate officers of companies, CEOs and CFOs, owe directors and the corporation a duty to inform in a way that is not owed by directors to shareholders.
키워드열기/닫기 버튼
fiduciary duty, duty of disclosure, corporate governance, director, executive officer
