Directors of solvent corporations have two basic "fiduciary" duties, the duty of

care and the duty of loyalty, owed to the corporation itself and the shareholders.

• Directors must act in good faith, with the care of a prudent person, and in

the best interest of the corporation.

• Directors must refrain from self-dealing, usurping corporate opportunities

and receiving improper personal benefits.

• Decisions made on an informed basis, in good faith and in the honest

belief that the action was taken in the best interest of the corporation will

be protected by the "business judgment rule.

Note, there is no duty of care to customers or employees. Does this conflict with or is it consistent with our previous discussion on at will employment or the term "caveat emptor"?