Que deveres fiduciários um diretor deve à empresa e aos seus acionistas em uma disputa de governança?

As a board member you owe the company the classic fiduciary duties of loyalty (no self-dealing or undisclosed conflicts), care (reasonable-skill-and-diligence in evaluating transactions), good-faith and the duty to act in the best interests of the corporation, which under most jurisdictions (e.g., the U.S. Delaware case law, the UK Companies Act 2006, or the EU-wide Corporate Governance Framework) means you must promptly disclose any personal or financial link you or a close associate have with the vendor or its controlling investor, recuse yourself from deliberations, and ensure the deal is evaluated on arm-length terms; to document your concerns you should make a written conflict-of-interest disclosure to the board secretary, record a formal dissent or abstention in the meeting minutes, circulate a memo outlining the specific risk factors and any alternative proposals, and keep copies of all related emails and analyses; if a breach occurs (e.g., the conflicted director votes anyway and the transaction later proves detrimental), the company can seek remedies such as rescission or unwinding of the contract, monetary damages payable by the breaching director (often recoverable from personal assets or indemnity insurance), injunctive relief to halt the deal, removal or disqualification of the director, and, where shareholders are harmed, a derivative suit on behalf of the corporation to enforce the fiduciary duties and obtain compensation. Sincerly, A-i-c