Swing and a Miss: The Missouri Court of Appeals Attempts to Interpret Delaware Corporation Law. HCI Investors, LLC v. Fox

This Note examines the court’s analysis in implicitly adopting this new interpretation of the duties of corporate fiduciaries under the entire fairness standard and argues that by essentially ignoring the dichotomy between the standards and misapplying the relevant case law, HCI Investors was improperly decided. Part II examines the background of the underlying transaction at issue in the case, the parties’ arguments, the lower court’s disposition, the appellants’ arguments on appeal, and the appellate court’s disposition. Part III gives some legal background for the issues at play, including the adoption of Delaware’s corporation law by the Kansas courts generally and the application of the business judgment rule and the entire fairness standard more specifically. Part IV details the court’s decision, specifically its innovative approach to corporate fiduciary duties and its failure to expressly choose an applicable standard of fiduciary duty. This Note concludes by determining that, when faced with arcane legal principles that may have obscured the dispute at issue, the court in HCI Investors ducked its responsibility to clearly delineate the tenets of its decision, and, in doing so, the court effected a fundamental alteration in the construction of the relevant fiduciary duties that may have immediate and lasting consequence