Practice point: Directors and officers, in the performance of their duties, have a fiduciary relationship to the corporation, and owe the corporation their undivided loyalty.
Students should note that, without consent, an officer or director may not divert and exploit for personal benefit an opportunity that should be deemed an asset of the corporation.
Case: Morales v. Galeazzi , NY Dept. 2010
Tomorrow's issue: Motion practice.
