Washington
How Conway v. George Washington University applies in Washington: state-specific rules, key cases, and bar exam notes for Corporate Law.
In Washington, the principles established in Conway v. George Washington University inform the standards for corporate governance and fiduciary duties. The state emphasizes the importance of adherence to statutory obligations of corporate directors and the duties they owe to shareholders.
Directors must act in good faith and in the best interests of the corporation, in compliance with RCW 23B.08.420, which outlines the duty of care and loyalty owed by directors to their corporations.
The court held that directors must exercise reasonable care and must not act in ways that could jeopardize corporate interests.
This case reaffirmed that directors’ decisions must be informed and made in good faith in the interests of the company.
The court found that a failure to disclose conflicts of interest can constitute a breach of fiduciary duty under Washington law.
Washington's principles on fiduciary duties closely align with the Delaware standard, requiring directors to act with due care and loyalty. However, Washington's statutes provide explicit definitions and standards for compliance, adding clarity to the enforcement of these duties compared to the more case-specific federal standards.
Familiarity with the principles from Conway v. George Washington University may appear in questions related to fiduciary duties and corporate governance on the Washington bar exam.