FIFTH CIRCUIT: NO FIDUCIARY DUTY TO COFOUNDER

In a recent Fifth Circuit opinion, the Court held that a company’s President and Chief Operating Officer did not owe fiduciary duties to the company’s cofounder. Johns v. Kaelblein, No. 15-50969 (5th Cir. March 28, 2016) (link to full opinion). The Court explained: “As President and COO, Kaelblein certainly owed fiduciary duties to the company. But that does not translate into a duty to Johns as one of the cofounders of the company. Indeed, as the district court noted, a separate duty to an individual founder of the company would likely create a conflict. Texas law does not impose a fiduciary duty under these circumstances.”