Monday, October 24, 2016 8:10:01 PM
"The starting point of U.S. corporate law has traditionally been that a director has to act in the best interest of the company itself and to its shareholders in their totality, but not in the interest of individual shareholders or other parties."
"The duty of loyalty requires directors to be loyal to the interests of the corporation’s shareholders and to avoid conflicts of interest. Clearly, if directors act to benefit their personal interest
at the expense of stockholder interests, such action is improper. The duty of loyalty forbids directors to “stand on both sides” of a transaction and prohibits them from deriving “any personal benefit through self-dealing.”
http://www.gibsondunn.com/publications/Documents/CEOLegalGuide-CorporateLawChapter.pdf
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