Directors and officers owe what are termed fiduciary duties to the corporation due to the positions of trust that these individuals have within the corporation. The MBCA prescribes several aspects of this type of fiduciary relationship, including the following:
- Act in good faith: this is carried out by acting honestly and dealing fairly.
- Reasonably believe that the director is acting in the corporation’s best interests: reviewed objectively, the director has acted with the corporation’s interests in mind, rather than his or her own.
- Exercise duties with a level of care that a person in a like position would under similar circumstances.