Fiduciary Duty
The legal obligation of directors and officers to act in the best interest of the company and shareholders.
Definition
Fiduciary duty is the legal obligation of a company's directors and officers to act in the best interest of the company and its shareholders. This includes the duty of care (making informed decisions), the duty of loyalty (not putting personal interests above the company's), and the duty of good faith. In Delaware, directors must consider the interests of all shareholders, though in practice, conflicts between preferred and common holders create tension.
Why it matters
Board members have a fiduciary duty to all shareholders, including common stockholders (employees). If directors make decisions that favor investors over employees (like accepting a low acquisition offer that benefits preferred holders), common holders may have legal recourse.
Example
A board approves a $50M acquisition where investors recover $45M in preferences but common holders get almost nothing. Common stockholders argue the board breached its fiduciary duty by not pursuing a higher offer that would have benefited all shareholders.