Texas director duties of care, loyalty, and obedience are common-law duties that operate within the TBOC’s statutory architecture. TBOC § 21.401 supplies the board-authority framework; TBOC § 3.102 supplies the board-composition framework; § 21.401(b) supplies the permitted-considerations rule expressly authorizing directors to weigh long-term as well as short-term interests of the corporation, “including the possibility that those interests may be best served by the continued independence of the corporation.”8 The fiduciary duties themselves are common-law in both states; the structural difference is where the surrounding governance architecture lives — Texas places more of it in a statute the legislature may amend, Delaware leaves more of it to case law a court may distinguish.9
3.1 Ritchie v. Rupe (2014) — declining to recognize a common-law oppression claim
In Ritchie v. Rupe, 443 S.W.3d 856 (Tex. 2014) (Boyd, J.), the Texas Supreme Court declined to recognize a common-law cause of action for minority-shareholder oppression in Texas closely-held corporations. The Court did three things in the same opinion: it declined to recognize the common-law claim; it construed the receivership remedy under the predecessor statute (now TBOC § 11.404) as a rehabilitative remedy that does not authorize a court-ordered buyout of the minority’s shares; and it narrowed the definition of “oppressive conduct” for purposes of that receivership.10 The decision pushes Texas’s fiduciary-duty framework in a comparatively defendant-friendly direction relative to many other state regimes, though that comparative characterization is analytical rather than doctrinal.
3.2 In re Estate of Poe (2022) — extending Ritchie into director-shareholder duties
In In re Estate of Poe, No. 20-0178, 648 S.W.3d 277 (Tex. June 17, 2022), the Court held that a corporation’s director cannot simultaneously owe formal fiduciary duties to the corporation and an informal fiduciary duty to an individual shareholder, because those two duties are “potentially conflicting.” The Court reaffirmed Ritchie’s framework and held that by electing to form and own an entity as a corporation, the parties “disclaimed the existence of duties regarding the management of the corporation’s affairs beyond those that exist by statute or arise from the corporation’s formation documents or other agreement.”11 Ritchie and Poe arose in closely held corporations, but their combined effect — no shareholder-oppression cause of action, no informal fiduciary duty running from a director to an individual shareholder — narrows the pleading avenues available to minority shareholders under Texas law relative to Delaware doctrine; how fully that carries over to public-company litigation has not been tested in a published Texas decision.
3.3 Officer duties — the Gantler contrast
Texas corporate officers owe fiduciary duties to the corporation: the Texas Supreme Court’s business-judgment-rule formulation “protects corporate officers and directors” alike from liability to the corporation for actions that are negligent, unwise, inexpedient, or imprudent. Sneed v. Webre, 465 S.W.3d 169 (Tex. 2015). What Texas lacks is an express holding equating officer duties with director duties. Delaware reached a parallel director–officer fiduciary-duty framework in Gantler v. Stephens, 965 A.2d 695, 708–09 (Del. 2009) (officer fiduciary duties “same as those of directors”).12 Texas courts analyze officers and directors together (as Sneed does) without an express equation of the two offices’ duties; S.B. 29’s amendments to the interested-officer procedures (TBOC §§ 21.416 and 21.418) tighten specific procedural matters but do not import the Gantler parallel wholesale.
3.4 Exculpation and indemnification — TBOC § 7.001 and ch. 8
TBOC § 7.001 permits Texas corporations to eliminate, by certificate provision, director liability for monetary damages except for the four categories § 7.001(c) reserves: breach of the duty of loyalty; an act or omission not in good faith that constitutes a breach of duty or involves intentional misconduct or a knowing violation of law; a transaction from which the managerial official received an improper benefit; and an act or omission for which liability is expressly provided by an applicable statute. As amended by S.B. 2411 (89th Leg., R.S. (Tex. 2025); effective September 1, 2025), § 7.001 also authorizes Texas corporations to extend the same exculpation to officers by certificate election — the Texas analog to the 2022 amendment to DGCL § 102(b)(7) that first opened officer exculpation in Delaware. TBOC ch. 8 (§§ 8.001–8.105) authorizes and governs indemnification and advancement, with mandatory indemnification for a governing person — extended to officers by § 8.105(b) — who is wholly successful, “on the merits or otherwise,” in the defense of the proceeding (subject to any restriction the governing documents impose as permitted by § 8.003), and permissive indemnification for partially successful actions subject to good-faith and reasonable-belief findings. Together with the § 21.419 business-judgment-rule codification (Section 5 below), these provisions form the principal D&O-liability protection architecture for Texas corporations.
3.5 Veil-piercing — the Castleberry / Keyes arc
Texas veil-piercing operates as a statutory shield with a common-law tort overlay. TBOC § 21.223 prohibits piercing the corporate veil to impose contractual obligations on shareholders except where actual fraud on the obligee is shown primarily for the shareholder’s direct personal benefit. TBOC § 21.224 makes § 21.223 the exclusive vehicle: “liability for an obligation limited by Section 21.223 is exclusive and preempts any other liability imposed for that obligation under common law or otherwise.” The two operate as a unit.13
The common-law baseline comes from Castleberry v. Branscum, 721 S.W.2d 270 (Tex. 1986), and SSP Partners v. Gladstrong Investments (USA) Corp., 275 S.W.3d 444 (Tex. 2008), which together supply the contemporary alter-ego / sham-to-perpetrate-a-fraud framework against which §§ 21.223–21.224 operate.14 The tort overlay comes from Keyes v. Weller, 692 S.W.3d 274 (Tex. June 28, 2024) (Lehrmann, J.), which construes § 21.223 against the backdrop of § 21.224’s statutory-preemption provision: § 21.223 shields shareholders qua shareholders; it does not immunize corporate agents from common-law tort liability for tortious conduct they personally direct or engage in.15