Are Directors “Officers”?

 

Compare Monroe v. Scofield, 135 F.2d 725, 726 (10th Cir. 1943) (Huxman, J.) (explaining that “[a] director is an officer of a corporation”), In re Walt Disney Co. Derivative Litig., 907 A.2d 693, 777 n.588 (Del. Ch. 2005) (Chandler, C.) (referring to “non-director corporate officers”), and Bruch v. Nat’l Guar. Credit Corp., 116 A. 738, 741 (Del. Ch. 1922) (Wolcott, C.) (“A director is an officer chosen by the stockholders.”), with Jackson v. County Trust Co. of Md., 6 A.2d 380, 382 (Md. 1939) (Sloan, J.) (holding “[a] director is not an officer of a corporation”), and In re Walt Disney Co. Derivative Litig., 906 A.2d 27, 46 n.38 (Del. 2006) (Jacobs, J.) (“To the extent [plaintiff’s] argument is advanced against [director] Russell, it also is not grounded in fact, because Russell was not an officer of Disney.”). Compare, e.g., Del. Code Ann. tit. 8, § 211(b) (2008) (providing for the election of directors by stockholders), with Del. Code Ann. tit. 8, § 142(b) (2008) (providing that officers are chosen by the board or as prescribed by the by-laws). See generally 18b Am. Jur. 2d Classification as officer or employee § 1171 (2004) (“Directors have, at times, been regarded as corporate officers . . . .” (emphasis added)); 2 Carol A. Jones, Fletcher Cyclopedia of the Law of Private Corporations § 271, at 35 (perm. ed., rev. vol. 2006) (“[W]hile a director is ordinarily considered an officer, the director is not always such an officer as is contemplated by certain statutes or bylaws.”) (collecting authority); A. Gilchrist Sparks, III & Lawrence A. Hamermesh, Common Law Duties of Non-Director Corporate Officers, 48 Bus. Law. 215, 216 (1992) (“Even a director is not ordinarily an officer for the corporation.”).

Seth Barrett Tillman, ‘Are Directors “Officers”?,’ New Reform Club (May 16, 2023, 3:09 AM), <https://reformclub.blogspot.com/2023/05/are-directors-officers.html>;