Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
ACTIONS AGAINST DIRECTORS
§ 82.01 Duties of Directors and Officers
Generally, directors and officers owe an enhanced or fiduciary duty to
the corporation for which they work, and to the corporation's
Corporate officers owe the corporation and its stockholders the
active duty of honesty and good faith. This court has continually
insisted upon the recognition of the fiduciary relation between
officers and directors and shareholders and has been active in
protecting in a proper case the interests of minority holders
against the oppression of the majority.2
A fiduciary is defined as "[a] person who is required to act for the
benefit of another person on all matters within the scope of the
relationship; one who owes to another the duties of good faith, trust,
confidence, and candor."3 A fiduciary relationship is "[a] relationship in
which one person is under a duty to act for the benefit of another on
matters within the scope of the relationship."4 The relationship is
analogous to the duty a trustee owes a trust.
But directors' and officers' duties have also been described as quasifiduciary,
5 because directors and officers are not strictly held to the
standards of a trustee.6 If they were, it would be impossible for them to
conduct business effectively, because officers and directors often need to
take risks in business that, if committed by a trustee, would be considered
a breach. As a result, the "fiduciary duty" of officers and corporations
should not be determined by comparison to other types of fiduciaries, but
should be determined by the unique fact situation of the corporation.
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.