Section 9.2 Breach of Duties to the Corporation

• Library: Insurance Practice 2015

The most common basis for director and officer liability is the breach of fiduciary duty. Directors and officers owe fiduciary duties to the corporation and its shareholders. Zakibe v. Ahrens & McCarron, Inc., 28 S.W.3d 373, 382 (Mo. App. E.D. 2000) (citing Ramacciotti v. Joe Simpkins, Inc., 427 S.W.2d 425, 431 (Mo. 1968)); Forinash v. Daugherty, 697 S.W.2d 294, 301–02 (Mo. App. S.D. 1985). Those duties run to the shareholders collectively, and not individually. Dawson v. Dawson, 645 S.W.2d 120, 125 (Mo. App. W.D. 1982). Thus, for...