This Law Firm Publication by Jackson Lewis P.C. discusses the Puerto Rico Supreme Court's decision in Randolfo Rivera San Feliz et al v. Junta de Directores de Firstbank Corporate et al. In Randolfo Rivera, a banking executive sued his former employer and the individual directors of the employer's board when his employment was terminated. Since termination required approval of two-thirds of the board's members, the employee alleged that they wrongfully allowed the termination to occur in violation of his employment agreement. The Puerto Rico Supreme Court upheld the dismissal of the action because non-shareholders lack standing to sue individual directors of a corporation for alleged fiduciary duty violations. The court stated that a breach of fiduciary duty claim in such a case requires an existing relationship between shareholders and a corporation's board of directors. The court also held that the board of directors could not be liable for breach of contract because the individual board members were not party to the contract between the corporation and its employee.