The fiduciary obligation of the board of directors and any Special Committee it may appoint is to exercise the duty of care and the duty of loyalty that serves the best interests of the company and its stakeholders. The duty of care generally means a board must exercise good business judgment when making decisions, using appropriate available information. The duty of loyalty generally means a board must be loyal to the company, putting the company’s interests ahead of their own, and not engaging in self-dealing transactions. Breach of these duties is regularly cited in lawsuits against directors.

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