Corporate governance balances director discretion (protected by the business judgment rule) against fiduciary duties to the corporation and its shareholders. These articles cover the BJR, the duty of care (Smith v. Van Gorkom), duty of loyalty (interested-director transactions, corporate opportunities), duty to monitor (Caremark), and the derivative suit framework.
Master corporate governance and fiduciary duties for the bar exam. Learn the business judgment rule, duty of care, duty of loyalty, shareholder derivative suits, and piercing the corporate veil.