A recent Delaware Court of Chancery decision recited important nuances of fiduciary duty applicable to controlling or majority stockholders. In RCS Creditor Trust v. Schorsch, C.A. No. 2017-0178-SG (Del. Ch. March 18, 2021), the court explained that the fiduciary duties of a majority or controlling stockholder do not require self-sacrifice, nor do they mean that such a fiduciary forfeits her contractual rights. See page 20 and footnote 73.

There is much else to commend this 21-page decision and, of course, the factual background is necessary to understand the context for this statement of law, but if this principle of fiduciary duty is of interest to the reader, this decision is recommended reading.

The procedural posture of this decision was a Motion for Summary Judgment in a matter involving a creditor that had been assigned claims of a bankrupt company, and allegations that a controller breached fiduciary duties in connection with a failed deal.