Trusted AI built on 175 years of Thomson Reuters knowledge. Meet The CoCo

Fiduciary Duties of the Board of Directors (Prior to February 17, 2025)

by Practical Law Corporate & Securities

Law stated as of 02 June 2008 | Delaware, USA (National/Federal)

A Practice Note describing the fiduciary duties of the board of directors, including the core duties of care and loyalty. This Note also discusses the standards of review that courts apply when judging directors' conduct, including the business judgment rule, enhanced scrutiny, and entire fairness.

Get access to this document with Practical Law

Why Practical Law?

Gain a built-in attorney network

Practical Law’s resources are written and maintained by over 650 dedicated, full-time attorney-editors globally. They’re highly qualified, having practiced at the world’s leading law firms, corporate law departments, and government agencies, so they understand the challenges you face. They dedicate themselves to creating resources to help you navigate the new legal realities, legislative changes, and practice areas impacting your clients or organization.

See how to leverage the expertise of Practical Law’s attorney-editors to help you practice more efficiently.

Expert guidance

650+ full-time, experienced attorney-editors keep you up to date globally

Total resources

118,000+ total resources across 17 practice areas ensure comprehensive coverage

Timely updates 

150,000+ hours spent in 2025 maintaining and updating resources

Experience Practical Law