Boards, directors & committees · Core

Duty of loyalty

Also called: loyalty duty

ELI5

A duty to put the company's interests ahead of conflicting personal interests, subject to applicable law.

Used in conversation

“The minutes should record the decision on duty of loyalty, not reconstruct it later.”

Pitch context

You will see “Duty of loyalty” in board papers, contracts, policies, risk registers and compliance reports when the discussion reaches boards, directors & committees.

Why it matters: In boards, directors & committees, a loose definition can change rights, obligations, approval, disclosure or enforceability.

Caution

Meaning, enforceability and required process vary by jurisdiction and agreement; this definition is not legal advice.

Sources & evidence · 3

Direct term-level sources and supporting source families.