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C.

D.

The Chancellor also made clear that Disney III did not reflect a new paradigm of

corporate jurisprudence in the wake of recent corporate scandals. Indeed, the

Chancellor began his opinion by noting the enhanced legislative focus on

corporate governance, in the wake of Enron, WorldCom and other debacles but

that,

Unlike ideals of corporate governance, a fiduciary's duties do not

change over time. . . . Times may change, but fiduciary not. Indeed, other institutions may develop, pronounce adherence to ideals of corporate best practices. development of aspirational ideals, however worthy as

duties do and urge But the goals for

human

behavior,

should

not

work

to

distort

the

legal

requirements

by

which

human

behavior

is

actually

measured.

Nor

should

the

common law definitions or

of fiduciary duties become a prisoner of narrow formulaic expressions. It is thus both the province

and and

special duty of this Court to measure, in light circumstances of a particular case, whether an

of all the facts individual who

has has

accepted a position of responsibility over the assets been unremittingly faithful to his or her charge.

of

another

Id. at 2-3.

Although Disney IV states: “To act in good faith, a director must act at all times

with an honesty of purpose and in the best interests and welfare of the

corporation,” Id. at 124, the Opinion does not significantly clarify what the

concept of good faith is. Rather, the Chancellor recognizes the lack of clarity

with respect to whether the obligation to act in good faith is a third fiduciary duty

and the lack of clear parameters in applying the concept of good faith, commends

its flexibility by suggesting that good faith may fill a gap to protect stockholders

when the traditional duties of care and loyalty are not implicated, and reaffirms

the holding in Disney III that “the concept of intentional dereliction of duty, a

conscious disregard for one’s responsibilities, is an appropriate (although not the

only) standard for determining whether fiduciaries have acted in good faith.” Id.

18

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