Good Faith, Fiduciary Duties, and the Business Judgment Rule in Delaware

Authors

Clark W. Furlow

Abstract

The Delaware courts frequently refer to a corporate director’s duty of good faith. However, they struggle to define it. One Delaware judge described this struggle as a “fog of hazy jurisprudence.” Delaware’s inability to offer a clear, consistent conception of good faith is significant because, under Delaware statutory law, a director is not entitled to protection from personal liability for a decision that was not taken in good faith.

Recommended Citation

Furlow, Clark W. (2009) "Good Faith, Fiduciary Duties, and the Business Judgment Rule in Delaware," Utah Law Review: Vol. 2009: No. 3, Article 10.
Available at: https://dc.law.utah.edu/ulr/vol2009/iss3/10