Did the Delaware Supreme Court Break the 'Directors' Shield'?

<i>Credit Lyonnais Bank Nederland, N.V. v. Pathe Communications Corp.</i> stands for the proposition that directors and officers of a Delaware corporation that is either insolvent or in the 'zone of insolvency' owe fiduciary duties to creditors as well as stockholders. In essence, <i>Credit Lyonnais</i> provided a 'shield' to directors against shareholder suits alleging that directors breached their duties to shareholders by acting to protect creditors. Courts around the country have adopted this view, and attorneys have become accustomed to advising boards of directors based on the assumption that this is indeed the law. The Delaware Supreme Court, in <i>North American Catholic Educational Programming Foundation Inc. v. Gheewalla</i> might have 'broken the shield.'

30 minute read July 30, 2007 at 10:24 AM

By

Jonathan P. Friedland And Russell C. Silberglied