Which statement best captures a core fiduciary duty of directors toward shareholders?

• A. A duty of loyalty and care requiring prudent decision-making and avoidance of conflicts of interest.
• B. A duty to maximize short-term profits at any cost.
• C. A duty to disclose all confidential information, even if not material.
• D. A duty to micromanage every operation personally.

Answer: (A)

Directors’ fiduciary duties to shareholders revolve around loyalty and care. The duty of loyalty requires putting shareholders’ interests ahead of personal or other interests and avoiding conflicts that could lead to self-dealing. The duty of care requires making informed, prudent decisions with due diligence, aiming for the corporation’s long‑term welfare. Together, these duties describe how directors should act: with integrity, diligence, and a focus on sustainable value for shareholders, rather than pursuing short-term gains or personal agendas.

Maximizing short-term profits at any cost would breach these duties by potentially ignoring legality, ethics, and long‑term value. Requiring disclosure of all confidential information, even if not material, misstates confidentiality and can undermine competitive and strategic protections. Micromanaging every operation ignores the board’s governance role, which is oversight and strategic direction rather than day-to-day management.