Required information Structure, Management, and Operation of a Corporation The Revised Model Business Corporation Act (RMBCA) sets out the structure and allocation of power in a corporation. At its core, all corporations have shareholders (owners), directors (oversight), and officers (day-to-day-functions). Officers, directors, and controlling shareholders have a fiduciary duty to shareholders, and breaching these duties may result in personal liability for officers, directors, and controlling shareholders. Understanding the fundamentals of corporate organization helps business owners and managers limit risk and plan more efficiently. Read the case below and answer the following questions. After extensive investment in research and design, The Widget Company (TWC) introduced a new product line called The Widget Master. During the development of the Widget Master line, TWC's board of directors was kept apprised about progress and expenses. Some TWC board members expressed reservations about the initial investment costs, and others became worried when the expenses went over budget several months in a row. In response, TWC formed a board committee to investigate and make recommendations to the full board. The committee hired outside consultants to provide them with a market and engineering analysis, and both consultants were positive. Once the product line was introduced, initial sales were slow. TWC's directors approved investing heavily in a marketing campaign to introduce the Widget Master line. However, ultimately the product line did not meet sales expectations, and TWC suffered significant losses in revenue. A TWC shareholder brought a breach of fiduciary duty suit against the board of directors, alleging that their negligence in moving ahead with the Widget Master line caused losses and that they were rubber-stamping all the officer's decisions. What specific fiduciary duty does the shareholder allege was breached, and what test defines that duty? A