The duty of confidentiality of a director and officer of a public corporation raises many sensitive legal and prudential issues that should be of concern to corporate counsel and practitioners.
The course first outlines the equitable and legal foundations for the duty of confidentiality and provides examples of violations of it from the case law. It then discusses the practical consequences of breaches of the duty, particularly in the undermining of board collegiality and thus its effectiveness. The course concludes by offering guidance on recommended company training and policies with respect to this duty.