The recent Delaware Court of Chancery decision, In re McDonald's Corporate Stockholder Derivative Litigation is a reminder of corporate officer duties and the vital role that corporate officers play in corporate governance, at both publicly and privately held corporations.  These duties stem from officers' status as both agents and fiduciaries. For boards of directors and other officers to perform their roles effectively, it is critical for officers to understand and satisfy their duties. Failure to do so may deprive boards of directors of information they need to monitor operations, mitigate risks and establish strategy and can expose officers to personal liability.