director’s fiduciary duties to the corporation
1.  duty of care & the bsns. judgment rule
a.  there must be gross negligence in the process of making the decision
b.  Ct will not reveiw decisions made:
1.  in GF
2.  on an informed basis and
3.  in a manner BOD beleived to be in corp’s best interests
b.  BOD can rely on professionals and other documents
2.  limiting liability – aoi can do this
3.  duty of loyalty and conflicts of interest
a.  self-dealing:  interested director has burden to show it was fair to corp.
1.  maj. vote of disinterested directors who know material facts
2.  SH maj. vote or
3.  if it is proved “fair” to corp => valid even though no disclosure
b.  usurping corporate opportunity: 
1.  usurper must fully disclose!
2.  even if corp. wouldn’t have taken opportunity, director still breached duty of loyalty
4.  duty of obedience:  only ultra vires