Fiduciary duty is the legal obligation that directors and officers owe to a corporation and its shareholders to act with care, loyalty, and good faith. The foundation of corporate governance, it is the basis on which directors and officers can be personally sued for breach of duty. Under Delaware corporate law, the two primary duties are the duty of care (informed decision-making) and the duty of loyalty (acting in the corporation's best interest, not personal interest). It is one of the most-important and least-understood concepts in startup governance, and the legal doctrine that determines how board members behave when shareholder and company interests conflict.
The two primary fiduciary duties under Delaware corporate law...