Last year the Delaware State Bar Association sponsored a symposium entitled Good Faith After Disney: The Role of Good Faith in Organizational Relations in Delaware Business Entities.  The Judicial Panel of the symposium featured Chief Justice Steele and Justice Jack Jacobs of the Delaware Supreme Court, as well as Chancellor Chandler of the Delaware Court of Chancery.  The panel was moderated by Judge Thomas Ambro of the United States Court of Appeals for the Third Circuit.  Professor Anne Conaway of the Widener University School of Law introduced the group.

This compelling panel included reflections from all four judges on a wide range of subjects, including the differences between trial judging and the work of appellate courts, the specifics of the Disney case itself, and practitioners’ and academics’ reactions to recent developments in the evolution of good-faith doctrine in Delaware.  (Since Justice Jacobs authored the Supreme Court’s opinion in Disney, and Chancellor Chandler authored the trial-court decision, the audience had the benefit of a number of perspectives on the case.) 

The question that the audience might have been most curious about, however, was whether an independent duty of good faith–if such a duty was indeed recognized in Disney–can or should serve as a “gap filler” to establish liability in cases not reached by traditional fiduciary duties under Delaware law.  Judge Ambro thus starts the discussion with the following question: “What gaps are people perceiving that need to be filled between loyalty and care?”

The judges’ fascinating analysis–as well as a complete transcript of their remarks–is available for download here.