Thanks and fair enough. Your cite to Disney reminds me of Justice Jacobs’s lengthy elaboration in the 2006 Disney opinion that good faith is an independent fiduciary duty apart from the duties of care and loyalty; then, a few months later, Justice Holland, in Stone v. Ritter, made it equally clear that the duty of good faith is not an independent fiduciary duty but a component of the duty of loyalty. Who knows what Delaware judges later this year will say about the fiduciary duties of officers?

One small point: my sense is that the focus on Gantler is all about the officer fiduciary rule, and, in particular, highlighting a path to avoid exculpation. Now, it’s true that this wasn’t exactly unprecedented, but my sense is that the muddiness regarding whether officers would be held to a different standard chilled attempts to make them liable. Cf. Disney & Ovitz. Anytime the DE Supremes plow a new clear path to money recovery, it’s potentially a big deal for lawyers, no?