Corporate Governance and Fiduciary Duties: A Comprehensive Guide for Directors and Officers

45 questions on corporate governance and fiduciary duties, answered and cited by the UpLaw editorial team.

• Are directors liable as a board or individually?
• Do corporate officers owe the same fiduciary duties as directors?
• Do other states use Delaware's demand-futility rules?
• How did Delaware's 2025 amendments change DGCL § 144?
• How did the 2025 amendments narrow Section 220?
• How do the cleansing devices for conflicted transactions compare?
• How is demand futility assessed after United Food v. Zuckerberg?
• What are the key takeaways for directors and officers?
• What are the three standards of review in Delaware corporate law?
• What cases followed Marchand, and what pattern do they show?
• What did In re Trados decide about preferred and common stockholders?
• What did Marchand v. Barnhill change about oversight liability?
• What did Smith v. Van Gorkom decide, and why does it still govern?
• What does a controlling stockholder owe the minority?
• What does a defensible board oversight system look like?
• What does D&O insurance add to exculpation and indemnification?
• What does Revlon actually require?
• What federal obligations apply specifically to officers?
• What governance practices actually protect a board?
• What is a books-and-records demand under DGCL § 220?
• What is a Caremark oversight claim?
• What is a DGCL § 122(17) corporate-opportunity waiver, and who should it cover?
• What is a director's standard of care?
• What is a special litigation committee, and how effective is it?
• What is Corwin cleansing?
• What is “DExit,” and why does the state of incorporation matter now?
• What is DGCL § 122(18), and what did it override?
• What is entire fairness review, and why is it feared?
• What is exculpation under DGCL § 102(b)(7)?
• What is indemnification and advancement under DGCL § 145?
• What is the business judgment rule?
• What is the corporate opportunity doctrine?
• What is the difference between a direct and a derivative claim?
• What is the dual-fiduciary problem for a venture-capital director?
• What is the duty of loyalty?
• What is the MFW protocol for controller transactions?
• What is Unocal enhanced scrutiny of defensive measures?
• What should a venture-backed board actually do when preferred and common interests diverge?
• What should board minutes say — and not say?
• What standard applies to the recurring controlling-stockholder transactions?
• When is a director “interested” or “not independent”?
• Who counts as a controlling stockholder?
• Who manages a corporation — the board or the stockholders?
• Why does exculpation now matter at the demand stage?
• Why have officers become the plaintiff's bar's new target?