Legal Opinion
Simons v. Cogan
Court of Chancery of Delaware
Decided December 2, 1987No. Civ. A. 8890PublishedCited by 16 opinions
1Opinion of the Court
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 trustee under the debt indenture, and of the holders of the securities.
Such documents are typically carefully negotiated at arms-length. In a public offering, the…
2Cases cited27 opinions
- Pepper v. LittonSupreme Court of the United States · 1939
- Superintendent of Insurance of New York v. Bankers Life & Casualty Co.Supreme Court of the United States · 1971
- Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.Supreme Court of Delaware · 1986
- Fed. Sec. L. Rep. P 97,956 David Broad v. Rockwell International CorporationCourt of Appeals for the Fifth Circuit · 1981
- McMahon v. New Castle AssociatesCourt of Chancery of Delaware · 1987
22 more not listed; retrieve them via the Exa API.
3Cited by16 opinions
- Dunlap v. State Farm Fire & Casualty Co.Supreme Court of Delaware · 2005
- E.I. DuPont De Nemours & Co. v. PressmanSupreme Court of Delaware · 1996
- In Re Hennepin County 1986 Recycling Bond LitigationSupreme Court of Minnesota · 1995
- Kaiser Aluminum Corp. v. MathesonSupreme Court of Delaware · 1996
- Simons v. CoganSupreme Court of Delaware · 1988
11 more not listed; retrieve them via the Exa API.