A Fiduciary Too Far

The Fischer case discussed last week also addressed fiduciary duties in the context of closely held corporations and post-divorce disputes.

The Court held that, under Texas law, officers and directors of a corporation owe fiduciary duties to the company itself, not to individual shareholders—even when those shareholders are former spouses.

The Court also rejected the argument that a marital relationship or the existence of a divorce decree could create or extend fiduciary duties between former spouses in their capacity as business co-owners.  Once divorce proceedings are initiated, any fiduciary duty arising from the marriage itself is extinguished.

Accordingly, there was no evidence to support the existence of a fiduciary relationship between the parties beyond the formal duties owed to the company. No. 05-23-00679-CV, Aug. 14 2025.