What fiduciary duties apply to Georgia board members approving a related-party transaction?

Under Georgia law, directors owe duties of care, loyalty, and good faith to the corporation. Transactions involving a party connected to a director are not prohibited, but they require full disclosure of the conflict, approval by disinterested directors or shareholders, and terms that are fair to the corporation.

Failure to properly disclose and manage the conflict may expose directors to personal liability. For deal-specific guidance and risk-mitigation steps tailored to your transaction, we recommend a dedicated legal consultation.