Monday, July 30, 2012

Director Fiduciary Duties

Forthcoming from the Kentucky Supreme Court – Director Fiduciary Duties

      On August 15 the Kentucky Supreme Court will hear oral arguments in 1400 Willow Council of Co-Owners, Inc. v Ballard.  As previously reviewed (see posting on September 29, 2011), one issue in the case is whether the statutory formula in the statute as to a director’s fiduciary obligations, including the determination of the beneficiary of the obligations (namely the corporation), is exclusive of any conflicting common law or simply cumulative to it. 
      My views on the matter are set forth in Is the Statutory Fiduciary Duty of Corporate Directors Exclusive?, available on SSRN, abstract 20644923.  Here is a link to the piece.  LINK
      The Court of Appeals’ decision can be found at 2010 WL 2010521, 2010 Ky. App. LEXIS 94, No. 2008-CA-001155-MR (Ky. App. 2010).

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