US court says no distinction between managerial and non-managerial duties of directors

On 31 August 2023 the Supreme Court of Maryland held (overruling a previous decision) that there is no distinction between the ‘managerial’ and ‘non-managerial’ duties of directors of a Maryland corporation and said that the “sole source of the duties of the director is found in section 2-401.1 of the Maryland General Corporation Law (MGCL) which places the powers of the corporation in the hands of the directors.

The case involved a preliminary dispute regarding the framing of the causes of action … Read the rest