Steven is a director and officer of Prestige, Inc. He has generally been well-respected within the firm; known as being committed and diligent, but also something of a (calculated) risk taker. Recently, a couple of situations arose that made Stevens standing within the company a bit precarious. First, Steven made a marketing decision that resulted in a dramatic decrease in profits for Prestige and its shareholders. The losses were significant enough that the shareholders have accused Steven of breaching his fiduciary duty to the corporation. Second, a resolution was brought to the board, requesting that the firm enter a product market that has been dominated by Esteem, Co. As it happens, Steven is a director and shareholder of Esteem, Co.

Please discuss: (i) Stevens best defense against the shareholder allegations and

ii) The extent of Steven's responsibilities (if any) in the decision to compete with Esteem, Co.