Safe Harbor for Officer Reliance: Comparing the Approaches of the Model Business Corporation Act and Delaware’s General Corporation Law

Balotti and Shaner discuss the duties of and potential for imposing liability on corporate officers. The fiduciary duties of officers is addressed, in differing degrees, under Delaware law, the law frequently applied to corporate-governance disputes, and under the Model Business Corporation Act (MBCA). In discharging their fiduciary duties, directors under both the MBCA and the General Corporation Law are generally protected from personal liability if, in making business decisions, they reasonably rely on the reports and records of officers, employees, advisors, and experts of the corporation

The Direction of Corporate Law: The Scholars\u27 Perspective

MR. BALOTTI: Good afternoon. My name is Frank Balotti and I\u27ve been asked to be the moderator for this afternoon\u27s program. And one of the privileges that I get is to introduce the panel and to call them up to speak in some kind of order, I hope. And I hope that you and the audience will participate by asking questions towards the end of our panel and get involved in the discussion which we hope to promote. The topic for this afternoon\u27s panel is a scholar\u27s approach to corporation law. And we are fortunate to have some scholars with us this afternoon and I refer to the people immediately to my left. Those of you who know the other two way down at the end of my left-hand side will have doubts, of course, about the scholar\u27s approach