On Aug. 7, Vice Chancellor Sam Glasscock III issued a letter opinion in the matter Buttonwood Tree Value Partners LP v. R.L. Polk & Co., C.A. No. 9250-VCL, that is not attention-grabbing because it wrestles with some nuanced topic de jure of Delaware corporate law, but rather because it deals nearly entirely with the rather pedestrian, but not often explicated, principle that a Delaware corporation does not independently owe its stockholders fiduciary duties. Rather, fiduciary duties are owed to the stockholders (and the company) by the directors and officers who are the actual actors on behalf of the company.
In Buttonwood, the plaintiffs sued both the members of the board of directors of R.L. Polk & Co. Inc. as well as the company itself, claiming that the defendants, in breach of their fiduciary duties, had induced plaintiffs to sell shares of stock for an inadequate price in a corporate self-tender. In count II of their complaint, the plaintiffs alleged that the corporation “failed to meet its disclosure obligations under Delaware law; aided and abetted the individual defendants’ breaches of fiduciary duties; and [was] an indispensable party to the litigation.” The corporation moved to dismiss count II—a motion the court granted.
