The Fiduciary Duty of Care: A Perversion of Words

This article begins by defining the problem of conflation of the duty of care and the duty of loyalty. In Part I the Mothew case is discussed. The confusion between the duty of loyalty and the duty of care is clearly explained by the court. Duty of care is a negligence concept, whereas duty of loyalty is a breach of the duty of loyalty.

Part II is a discussion of the Delaware corporate law cases which ignore established legal concepts and jumble together negligence and intent. Part III is a discussion of the confusing cases called “fiduciary breach.”