Under fiduciary duties, what must directors do with corporate opportunities that fall within the corporation's line of business?

• A. They may pursue corporate opportunities personally even if the company is interested.
• B. They may engage in related party transactions without disclosure.
• C. They are not required to consider corporate opportunities at all.
• D. They must present corporate opportunities to the company if they fall within the corporation's line of business and not pursue them personally.

Answer: (C)

The main idea is that directors may not keep opportunities that belong to the corporation. When a business opportunity comes to a director that falls within the company’s line of business, the director has a fiduciary duty to present it to the corporation and not pursue it personally. The corporate opportunities doctrine rests on loyalty: the company is entitled to the chance to exploit opportunities related to its business, and the director must avoid self-dealing by taking the opportunity for himself unless the board freely allows it after full disclosure.

So, the proper approach is to bring the opportunity to the company and refrain from pursuing it on a personal basis if it aligns with the corporation’s line of business and the company could reasonably exploit it. Only if the company declines or does not act on the opportunity may the director pursue it elsewhere. This guards against conflicts of interest and ensures the corporation has the first opportunity to capitalize on its own potential ventures.

Statements that permit self-dealing or ignore the director’s duties to the corporation are inconsistent with fiduciary obligations, while the view that directors have no obligation to consider corporate opportunities misstates their loyalty and duty to the corporation.