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The article discusses the Supreme Court of Delaware's ruling in the 1986 case Revlon Inc. v. MacAndrews & Forbes Holdings Inc. which deals with the duties of corporate directors in relation to merger and acquisition (M&A) activities. Breaches of duties and Delaware decisional law are mentioned, along with a Revlon duty which focuses on the efforts of directors to maximize shareholder value. Directors and officers liability insurance and fiduciary duties are examined, along with damages.

The article discusses the fiduciary responsibilities of Delaware corporate officers as of November 2011, focusing on executive accountability, liability, and breaches of duties. It states that corporate officers, unlike directors, are agents of corporations and the law of agency therefor applies to their actions. Shareholders of corporations are mentioned, along with the compensation of non-management directors and the ability of corporate officers to access information.