Which statement best describes the fiduciary duty concerning corporate opportunities for directors?

• A. Directors must present corporate opportunities to the company if they fall within the corporation's line of business and not pursue them personally.
• B. Directors may pursue any opportunity regardless.
• C. Corporate opportunities belong to the director unless approved.
• D. Directors do not owe any duty regarding opportunities.

Answer: (A)

The main idea tested is the fiduciary duty of loyalty as it relates to corporate opportunities. Directors may not secretly seize chances that belong to the company when the opportunity falls within the corporation’s line of business or is something the company would reasonably be expected to pursue. The director must first present the opportunity to the company and cannot pursue it personally while in that position.

This is why the best description is that directors must offer corporate opportunities to the company if they lie within the corporation’s line of business and then refrain from pursuing them personally. It captures the core rule: loyalty requires the company—not the individual director—to capitalize on opportunities that align with its business. If the company accepts, the company takes the opportunity; if it declines, the director may pursue it (subject to other duties and any required disclosures).

Other statements miss the duty: allowing unrestricted personal pursuit ignores the loyalty obligation; treating opportunities as the director’s property unless approved misstates ownership and control; and saying there’s no duty fails to recognize the fiduciary constraints directors owe to the corporation.