Corporate Officer Duties In California
In Bancroft-Whitney Co. v. Glen (1966) 64 Cal. 2d 327 49 Cal. Rptr. 825, 411 P.2d 921, 24 A.L.R.3d 795, the court summarized "the general rules applicable to the duties of a corporate officer:
. . . 'While technically not trustees, corporate officers and directors stand in a fiduciary relation to the corporation and its stockholders.
A public policy, existing throughout the years, derived from a profound knowledge of human characteristics and motives, has established a rule that demands of a corporate officer or director, peremptorily and inexorably, the most scrupulous observance of his duty, not only affirmatively to protect the interests of the corporation committed to his charge, but also to refrain from doing anything that would work injury to the corporation, or to deprive it of profit or advantage which his skill and ability might properly bring to it, or to enable it to make in the reasonable and lawful exercise of its powers.' " (Id. at p. 345, quoting from Guth v. Loft, Inc. (1939) 23 Del.Ch. 255 5 A.2d 503, 510; see also 2 Marsh & Finkle, Cal. Corporation Law (3d ed. 1997) Fiduciary Duties of Promoters and Directors, 11.7, p. 828.)