F Douglas Raymond Iii And Amanda P Garger

February 21, 2017 | The Legal Intelligencer

The fiduciary duties of directors are often seen as the foundation of corporate governance and the protection of the interests of shareholders. The Pennsylvania Business Corporation Law (the BCL) has codified both the duty of care and the duty of loyalty in Section 1712, while there is no similar codification of these duties in Delaware. Instead, Delaware law regarding corporate fiduciary duties has largely been created by common law. Although the formulation of these duties appears similar in Pennsylvania and Delaware, Pennsylvania law approaches a challenge to a director's actions quite differently when dealing with a change of control situation.

By F. Douglas Raymond III 
and Amanda P. Garger

18 minute read