Corporate Governance and Fiduciary Duties

Describe the role and general responsibilities of a corporate board of directors.

Define fiduciary duty in the corporate context, including the duties of care and loyalty.

Distinguish between the duty of care and the duty of loyalty owed by directors and officers.

Apply the business judgment rule to evaluate director decision-making and liability.

Evaluate conflicts of interest in corporate transactions and the associated 'entire fairness' standard.

Examine the role and importance of independent directors in corporate oversight.

Analyze shareholder voting rights and their function in corporate control contests.

Examine the nature and procedural requirements of shareholder derivative suits.