Notes:

• Duty of Care: Directors must act with the care, skill, and diligence of a reasonably prudent person. This includes being informed, attending meetings, and challenging management .
• Duty of Loyalty: Directors must act in the best interest of the corporation, avoiding conflicts of interest and self-dealing. Any personal gain must be fully disclosed .
• Duty of Good Faith: Acting with honesty and a genuine belief that actions are in the company’s best interest.
• Business Judgment Rule: A legal presumption that protects directors from liability for honest mistakes if they acted on an informed basis, in good faith, and with no conflict of interest .