Officer Accountability

56 Pages Posted: 12 Aug 2016

See all articles by Megan W Shaner

Megan W Shaner

University of Oklahoma College of Law

Date Written: August 10, 2016


The officer is at the center of modern corporate governance. Wielding immense power and influence, officers’ conduct and decision-making can determine the success or failure of their companies and impact the economy more broadly. Fiduciary duties under state law serve as a vital check on officer power. This article is the third piece in a study of the role of fiduciary duties in regulating officer behavior. It examines an underlying premise in prior scholarship – that officers are rarely being held accountable for their conduct in the traditional fiduciary duty litigation context of state court. This article reviews opinions of the Delaware state courts between 2004 and 2014 to gain insight into officers’ fiduciary accountability in this context. The results of this research suggest a modest occurrence of officer accountability in state court, consistent with prior scholars’ views. The court opinions also support other beliefs surrounding officer misconduct and the enforcement process for officers’ fiduciary duties. This article concludes with a discussion of long-term considerations for future research regarding the role of litigation in shaping officer accountability and fiduciary duty doctrine.

Keywords: Officer, Corporate Governance, Accountability, Derivative Litigation, Fiduciary Duty, Corporation, Delaware

JEL Classification: K22, K41

Suggested Citation

Shaner, Megan, Officer Accountability (August 10, 2016). Georgia State University Law Review, Vol. 32, No. 2, 2016, Available at SSRN:

Megan Shaner (Contact Author)

University of Oklahoma College of Law ( email )

300 Timberdell Road
Norman, OK 73019
United States
405-325-6619 (Phone)

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