Schoon v. Smith

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that director lacked standing to sue derivatively because stockholder he represented could bring suit, which only could happen if director was able to share information with affiliated stockholder
• noting that fiduciary “duties stem in part from the quasi-trustee and agency relationship directors have to the corporation and stockholders that they serve”
• declining to extend the doctrine of equitable standing to allow corporate director, who was not a stockholder, to bring a derivative action on behalf of a corporation
• “Standing is the requisite interest that must exist in the outcome of the litigation at the time the action is commenced.” (internal quotation marks omitted) (quoting Gen. Motors Corp. v. New Castle Cnty., 701 A.2d 819, 823 (Del. 1997))
• “In discharging their management function, directors owe fiduciary duties of care and loyalty to the corporation and its shareholders.” (cleaned up)
• “In discharging their management function, directors owe fiduciary duties of care and loyalty to the corporation and its shareholders.” (cleaned up)

Source: CourtListener parenthetical corpus (CC0).