Evolución de los deberes de lealtad, actuación de buena fe y supervisión y vigilancia corporativa bajo la ley estadounidense de delaware. Posibles lecciones para el gobierno corporativo guatemalteco

Resumo

Delaware is the key business law jurisdiction in the United States. Under its specialized chancery court, there is a rich case law that attempts to balance freedom and flexibility in decision-making by directors (authority) with robust principles and fiduciary duties on those same directors (accountability). One of the key duties, loyalty, has evolved significantly into a duty of acting in good faith to oversee corporate activities and there is a special shareholder derivative lawsuit that can be brought in case of management failure to monitor: the Caremark suit. Recently, there has been development in these case that heightens director liability for oversight failures, which we consider. All told, we believe that lessons from this evolution in Delaware corporate governance could offer useful points of reference for Guatemalan boards and corporate governance laws and regulations more generally.