In an earlier post, I discussed the Delaware Bankruptcy case of Claybrook v. Morris (In re Scott Acquisition Corp.), 2006 Bankr. LEXIS 1123 (Bankr. D. Del. June 23, 2006), which discussed the fiduciary duty of directors of a wholly owned subsidiary. Professor Bainbridge has just posted a note on the same case — Duties of Directors of an Insolvent Corporation. Professor Bainbridge takes a different route to the same conclusion reached by the court. It is worth a few minutes reading his analysis.
