Case | HBS Case Collection | November 2013 (Revised March 2014)

'These People are Fiduciaries...'

by Lena G. Goldberg


The fiduciary duties of loyalty and care, the corporate opportunity doctrine and the business judgment rule are introduced in the context of three vignettes drawn from decided cases that explore: a classic test of loyalty when one partner elects to take advantage of an opportunity the partnership may also be able to pursue (Meinhard v. Salmon); the care and procedure directors should employ when approving a merger or sale of the company (Smith v. Van Gorkum); and the board's role and process in hiring, firing and severance decisions (Ovitz at Disney).

Keywords: fiduciaries; Management Practices and Processes; Ethics; Business Processes;


Goldberg, Lena G. "'These People are Fiduciaries...'." Harvard Business School Case 314-067, November 2013. (Revised March 2014.)