Is the Statutory Fiduciary Duty of Corporate Directors Exclusive?

Is the Statutory Fiduciary Duty of Corporate Directors Exclusive?

      In preparation for an upcoming presentation at the KBA Annual Convention, I have prepared a short paper, Is the Statutory Fiduciary Duty of Corporate Directors Exclusive?  In it I review three recent decisions of the Kentucky Court of Appeals that have recently wrestled with the question of whether the statutory formula for a director’s fiduciary duties supplants any prior common law, both as to the nature of the fiduciary duties and to whom they are owed, or rather do those statutory formulae simply supplement the common law.  At least one of those cases, 1400 Willow, will be reviewed by the Kentucky Supreme Court.  This paper reviews as well my views as to the correct assessment of the matters in dispute.

       The paper is available on SSRN. Here is a Link to the paper.