A corporate entity does not owe fiduciary duties to its stockholders, the Delaware Court of Chancery has ruled. The court issued the opinion when it dismissed consumer-marketing information provider R.L. Polk & Co. as a defendant in a shareholder lawsuit over the corporation’s $1.3 billion merger with conglomerate IHS Inc.
“In fact, under settled Delaware law, ‘fiduciary duties are owed by the directors and officers to the corporation and its stockholders,’” said Vice Chancellor Sam Glasscock III in Buttonwood Tree Value Partners v. R.L. Polk & Co. “In other words, a corporation does not owe fiduciary duties to its stockholders.”
