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Fiduciary Duties of Directors (Duty of Loyalty (Duty of Good Faith…

- - - - Safe Harbor - MBCA §8.70: offer the opportunity to the corp and have the disinterested and independent directors decide whether they want to take the opportunity before taking it for yourself - giving them the right of refusal - once they have denied it NOW can take it w/o worrying that I am violating the duty of good faith by Usurpation
      - The director/officer has NOT wrongfully employed the resources of the corp in pursuing/exploiting the opportunity
      - The opportunity is presented to the director/officer in his individual and NOT his corporate capacity
      - The corp holds NO interest/expectancy in the opportunity
      - The opportunity is NOT essential to the corp
    - - The corp has an interest/expectancy in the opportunity AND
      - By taking the opportunity for his own, the corporate fiduciary will thereby be placed in a position adverse to his duties to the corp
      - The opportunity is w/in the corp's line of business
      - The corp is financially able to exploit the opportunity