SIMONS v. COGAN

Civ. A. No. 8890.

542 A.2d 785 (1987)

Louise SIMONS, Plaintiff, v. Marshall S. COGAN, Stephen D. Weinroth, Hansac, Inc. and Knoll International Holding, Inc., formerly known GFI/Knoll International Holding Company, Knoll International, Inc., Defendants.

Court of Chancery of Delaware, New Castle County.

Decided: December 2, 1987.


Attorney(s) appearing for the Case

Robert Goldberg of Biggs and Battaglia, Wilmington, and Mitchell A. Kramer, Steven M. Steingard and Larry M. Keller of Mitchell A. Kramer & Associates, Philadelphia, Pa., of counsel, for plaintiff.

Allen M. Terrell, Jr., of Richards, Layton & Finger, Wilmington, and Akin, Gump, Strauss, Hauer & Feld, Dallas, Tex., of Counsel, for defendants.


OPINION

ALLEN, Chancellor.

It has now become firmly fixed in our law that among the duties owed by directors of a Delaware corporation to holders of that corporations' debt instruments, there is no duty of the broad and exacting nature characterized as a fiduciary duty.1 Unlike shareholders, to whom such duties are owed, holders of debt may turn to documents that exhaustively detail the rights and obligations of the issuer, the...

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