Health Care Corporate Governance: The Fiduciary Duty of Candor

• September 05, 2025

Rob Gerberry, Senior Vice President and Chief Legal Officer, Summa Health, speaks with Michael Peregrine, Partner, McDermott Will & Schulte, about a little-known element of fiduciary responsibility that could potentially have an outsized impact on director exposure: the so-called “duty of candor.” They discuss what the duty of candor is, who owes this particular fiduciary duty, how the duty of candor kicks in during a typical corporate scenario, and how a recent decision from the Delaware Chancery Court has highlighted this issue.