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
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
common law definitions or
of fiduciary duties become a prisoner of narrow formulaic expressions. It is thus both the province
special duty of this Court to measure, in light circumstances of a particular case, whether an
of all the facts individual who
accepted a position of responsibility over the assets been unremittingly faithful to his or her charge.
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.