Which of the statements below does NOT accurately describe the duty of directors to act for a proper purpose?

a.

The court will use the 'but for' test to determine whether directors are in breach of the duty to act for a proper purpose where they had mixed purposes.

b.

Directors cannot be in breach of the duty to act for a proper purpose where they acted in good faith.

c.

The court will undertake a two-step approach to determine whether directors breached the proper purpose duty.

d.

The origins of the proper purpose duty can be traced back to the fiduciary duty notion that directors may only use their powers for the benefit of the company.