What remedies exist for breach of fiduciary duties by directors or officers?

• A. Damages
• B. Disgorgement of profits
• C. Rescission of improper transactions
• D. Damages, disgorgement of profits, rescission of improper transactions, injunctive relief, and constructive trusts.

Answer: (D)

When a director or officer breaches a fiduciary duty, the aim is to restore the harmed party and deter future misconduct by using a full set of remedies. Damages compensate for the losses caused by the breach, ensuring the harmed party is not left worse off. Disgorgement of profits prevents the breach from yielding any unjust enrichment by forcing the fiduciary to give up profits earned because of the breach. Rescission of improper transactions unwinds tainted deals or arrangements, restoring the position as if the bad act had not occurred. Injunctive relief can stop ongoing or future breaches, or compel corrective action to safeguard the company. Constructive trusts can attach to assets or profits obtained through the breach, treating them as held for the benefit of the company rather than the fiduciary.

All of these remedies together reflect the broad toolkit courts use to address fiduciary breaches, making this the best answer because it captures the full range of permissible relief. Individual remedies like damages alone or disgorgement alone don’t address the entire spectrum of possible harms and corrective actions.