Thursday, October 19, 2017 4:47:18 PM
U.S. directors have the primary duties of “care” and “loyalty.” The duty of care requires that directors exercise the degree of care that “ordinarily careful and prudent men would use in similar circumstances.” The duty of loyalty obligates directors to act in good faith in the best interests of the corporation and its shareholders, and to refrain from engaging in activities that permit them to receive an improper personal benefit from their relationship with the corporation. The duty of loyalty prohibits self-dealing and usurpation of corporate opportunities by directors.
Just my honest opinion
S777
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