A Refresher on Director Fiduciary Duties from Skadden

Lawyers from Skadden recently published a helpful overview for directors of Delaware-domiciled entities. The lawyers write that their overview can help directors steer clear of fiduciary duty breaches and protect themselves from exposure to potential liability. The article discusses Delaware’s requirement for directors, including (1) basic fiduciary duties (care and loyalty, including good faith, oversight and disclosure, (2) key director attributes (independence and disinterestedness, and appreciation of “red flags”), (3)  the importance of process (including asking the right questions and keeping a good record); (4) the core standard for judging director conduct (the business judgment rule), and (5) key Delaware law protections (including good faith reliance on others and exculpatory charter provisions).