Is the Statutory Fiduciary Duty of Corporate Directors Exclusive?

Abstract

Several panels of the Kentucky Court of Appeals have recently wrestled with the question of whether the statutory formula for a director’s fiduciary duties supplants any prior common law, both as to the nature of the fiduciary duties and to whom they are owed, or rather do those statutory formulae simply supplement the common law. At least one of those cases, 1400 Willow, will be reviewed by the Kentucky Supreme Court. This paper reviews the trio of recent cases addressing the issues, proceeding to the author’s views as to the correct assessment of the matters in dispute.