A senior executive who learns of a promising business opportunity faces a deceptively difficult question. The opportunity may have come to them through a contact made in their corporate role, or through information they acquired while running the company’s affairs, or through a relationship developed at the company’s expense. The executive may genuinely believe that the opportunity does not belong to the company, that the company has no interest in it, or that pursuing it personally would harm no one. They may even consult counsel and be told that the legal position is more nuanced than they thought.
The Canadian law on appropriation of corporate opportunity tells executives, and the lawyers who advise them, that the question deserves more caution than the executive’s first instinct suggests. A director or senior officer who diverts a business opportunity from the company to themselves, or to a vehicle they control, faces some of the most demanding fiduciary doctrines in our law. The remedies that successful plaintiffs obtain are correspondingly powerful: an order requiring the wrongdoer to account for and disgorge profits earned through the misappropriation, regardless of whether the company itself could have profited, and a constructive trust over the assets acquired through the breach.
The doctrine matters in real commercial life. Senior executives who leave to pursue opportunities they encountered in their previous roles, joint venture partners who quietly pursue a deal without their associates, and shareholders of closely-held corporations who divert business away from the company to themselves, all face exposure under this body of law. Sophisticated commercial litigators see these cases regularly, and the issues they raise are among the more interesting and consequential in modern Canadian fiduciary law.
This article explains the corporate opportunity doctrine in Canada: who owes the duty, what kinds of opportunities are captured, when the duty continues to apply after a director or officer has resigned, the leading authorities, the available remedies, and the situations in which a senior person can pursue an opportunity without legal exposure. It is written for executives navigating a real-time decision about whether they can pursue an opportunity, for companies considering whether to bring a claim against a former officer or director, and for the lawyers who advise them. Our breach of fiduciary duty practice regularly handles disputes involving the corporate opportunity doctrine in Ontario.
The Foundation: Fiduciary Duty and the No-Conflict Rule
The corporate opportunity doctrine is a specific application of a broader principle: directors and senior officers of a corporation owe fiduciary duties to the corporation, and those duties prohibit them from putting themselves in a position where their personal interests conflict with the company’s interests.
The fiduciary duties of directors and senior officers include the duty of loyalty (acting in the corporation’s best interests), the duty of good faith, the duty to avoid conflicts between personal interest and corporate duty, and the duty to account for profits earned through the use of corporate property, information, or opportunity. These duties exist at common law and are also codified in section 122(1) of the Canada Business Corporations Act and in equivalent provisions of the provincial corporate statutes, including section 134(1) of Ontario’s Business Corporations Act.
The corporate opportunity doctrine sits at the intersection of all of these duties. When a director or senior officer encounters a business opportunity that the company might pursue, the fiduciary’s interest in the opportunity (which may be substantial, particularly if the opportunity is lucrative) conflicts with the company’s interest. The doctrine resolves that conflict in favour of the company, subject to limited exceptions, by prohibiting the fiduciary from taking the opportunity for themselves.
The Leading Authority: Canaero
The foundational Canadian case on appropriation of corporate opportunity is the Supreme Court of Canada’s 1973 decision in Canadian Aero Service Ltd. v. O’Malley. The decision, written by Laskin J. (as he then was), remains the central authority half a century later and is cited in essentially every modern corporate opportunity case in Canadian common law jurisdictions.
The facts are illustrative. Canaero, a topographical mapping and aerial photography company, was actively pursuing a contract to map a country in the Caribbean. The plaintiff’s president (O’Malley) and executive vice-president (Zarzycki) devoted significant company time and resources to advancing the project on Canaero’s behalf. As the project approached maturation, they resigned, formed a new company called Terra, and immediately pursued the same contract through Terra. They obtained it. Canaero sued.
The Supreme Court of Canada held that O’Malley and Zarzycki had breached their fiduciary duties to Canaero. The court reasoned that senior officers, like directors, stand in a fiduciary relationship to the corporation, that the fiduciary duty prohibits them from obtaining for themselves any business opportunity belonging to or being negotiated by the company, and crucially, that this prohibition can continue to apply even after the fiduciary has resigned. The fiduciary cannot escape their obligations by resigning and immediately taking up the opportunity through a new vehicle. The relevant question is whether the resignation was prompted or influenced by a wish to acquire the opportunity for themselves, or whether the opportunity came to them because of their corporate position rather than from a fresh and independent initiative.
The court was explicit that the analysis is not mechanical. Laskin J. wrote that the doctrine should not be read as a statute and that the principles should not be applied as if they were rigid rules. Instead, the court identified a list of factors that bear on whether a particular appropriation breaches fiduciary duty:
The position or office held by the alleged wrongdoer, the nature of the corporate opportunity, the ripeness of the opportunity, the specificness of the opportunity, the relationship of the director or officer to the opportunity, the amount of knowledge possessed by the fiduciary, the circumstances in which that knowledge was obtained (and whether the information was special or even private), the factor of time (where the alleged breach occurs after termination of the relationship with the company), and the circumstances under which the relationship was terminated (retirement, resignation, or discharge).
This open-ended, contextual approach is what makes Canadian corporate opportunity law more flexible than its English ancestor and more demanding for would-be wrongdoers than a strict rules-based regime might be. A senior officer who plans to pursue an opportunity they encountered through their corporate role cannot mechanically check off a list of conditions and conclude that they are clear. They must consider the totality of the circumstances, in light of all of these factors.
The Canadian doctrine traces its origins to the House of Lords decision in Regal (Hastings) Ltd. v. Gulliver, which the Supreme Court of Canada drew on in Zwicker v. Turnbull Estate and again in Canaero. Regal (Hastings) established that a fiduciary is liable to account for profits made by reason of and in the course of executing the fiduciary office, even where the profit was not made at the expense of the company in any conventional sense. Laskin J. in Canaero declined to apply the English principles as if they were rigid rules, noting that “new fact situations may require a reformulation of existing principle to maintain its vigour in the new setting.” The Canadian doctrine is therefore rooted in the English authorities but has developed its own contextual, multi-factor character.
Who Owes the Duty?
The corporate opportunity doctrine applies to all those who stand in a fiduciary relationship to the corporation. This includes both formal categories (directors, officers) and substantive categories (senior managers and other employees whose role gives them the kind of authority and discretion that triggers fiduciary obligations).
Directors
Every director of a corporation is a fiduciary and is subject to the doctrine. This includes formally appointed directors as well as those who act as directors in substance without formal appointment (sometimes called de facto directors).
Senior Officers and Top Management
The doctrine extends well beyond directors. In Canaero, the defendants were the company’s president and executive vice-president. The Supreme Court held that these officers stood in a fiduciary relationship to the corporation regardless of whether they had been formally appointed as directors. The court emphasized that they were “top management,” not “mere employees,” and that their positions involved responsibilities far removed from the role of ordinary servants.
Canadian courts since Canaero have applied the doctrine to a wide range of senior personnel: chief executive officers and other C-suite executives, senior vice-presidents with significant operational responsibility, managers in charge of business development or specific lucrative business lines, and others whose roles involve significant discretion and access to confidential corporate information. The classification is fact-specific. Courts look at the totality of the relationship, including the level of seniority, the nature of the responsibilities, access to confidential information, and whether the corporation relied on the person to act in its interest.
Ordinary Employees
Ordinary employees, by contrast, are typically not fiduciaries and are not subject to the corporate opportunity doctrine in its strict form. They owe duties of fidelity, including the duty not to compete with their employer during their employment and the duty to protect the employer’s confidential information, but these duties are narrower and end (in their most demanding form) when the employment ends. The line between an ordinary employee and a fiduciary is often the central issue in a corporate opportunity case, particularly where the alleged wrongdoer is a manager whose role sits in the grey zone between rank-and-file and “top management.”
What Counts as a Corporate Opportunity?
Not every business opportunity that crosses a director’s or officer’s desk is a corporate opportunity belonging to the company. The doctrine reaches opportunities that the company is actively pursuing, opportunities that fall within the company’s line of business and that came to the fiduciary’s attention through their corporate role, opportunities for which the company has been negotiating, and opportunities to which the fiduciary’s corporate position gave them access. The classic case is the one in Canaero: an opportunity the company was actively negotiating, where the fiduciary’s role was to advance the company’s interests in those negotiations.
But the doctrine extends further. Even an opportunity that the company itself failed to obtain can give rise to liability, as the English Court of Appeal recognized in Industrial Development Consultants Ltd. v. Cooley. In that case, a managing director discovered through his corporate role that a contract the company had been pursuing was unlikely to be awarded to the company. He resigned, citing health reasons, and immediately pursued the contract personally, eventually obtaining it. The court held that he had breached his fiduciary duty even though the company itself had no real prospect of obtaining the contract. The fiduciary’s profit, made through information acquired in his fiduciary role, had to be disgorged.
The Supreme Court of Canada in Canaero cited this decision approvingly and applied a similar principle. Liability does not depend on proof that the company would have obtained the opportunity. The fiduciary’s obligation is to account for profits earned through the misappropriation, regardless of whether the company suffered an identifiable loss. As Laskin J. put it, the fiduciary is required to answer for the default according to the gain, not according to the principal’s loss. The House of Lords decision in Phipps v. Boardman, also cited approvingly in Canaero, supports the same proposition: liability to account does not depend on proof of an actual conflict between fiduciary duty and self-interest, but can arise from the simple fact that a profit was made through the use of a fiduciary position.
The Maturing Business Opportunity
A frequently-litigated category is the “maturing business opportunity.” An opportunity is maturing when the company has been pursuing it, has invested time and resources in it, and is close to securing it. The defendants in Canaero resigned, in Laskin J.’s words, “in the heat of the maturation of the deal.” Maturing opportunities are at the heart of the doctrine, and a fiduciary who diverts a maturing opportunity to themselves is in serious legal jeopardy regardless of how the opportunity was originally discovered or how the resignation was framed.
Opportunities Within the Company’s Line of Business
Opportunities that fall squarely within the company’s existing business or its planned expansion are likely to be corporate opportunities even if the company has not yet identified the specific opportunity in question. A senior officer of a technology company who learns of a promising acquisition target in the company’s industry, through contacts developed in their corporate role, cannot easily characterize that opportunity as personal.
Opportunities Outside the Company’s Line of Business
By contrast, opportunities that fall outside the company’s business are typically not corporate opportunities, even if the fiduciary encountered them through their corporate role. A senior officer of a software company who is offered an interest in a vineyard by a personal acquaintance is unlikely to face liability under the corporate opportunity doctrine, because vineyards are not within the software company’s line of business and there is no plausible argument that the opportunity belongs to the company.
This line is often clear at the extremes but can be difficult at the margins. The cautious approach for a fiduciary who is uncertain whether a particular opportunity is within the company’s line of business is to disclose it to the board and obtain a determination, rather than to make the call unilaterally.
The Bona Fide Rejection: Peso and Its Limits
The most significant qualification to the corporate opportunity doctrine is that a director or officer may pursue an opportunity that the corporation has, after full disclosure and consideration, decided in good faith not to pursue. The leading authority is the Supreme Court of Canada’s decision in Peso Silver Mines Ltd. (N.P.L.) v. Cropper, decided about eight years before Canaero.
The facts in Peso were as follows. A prospector offered certain mining claims to Peso Silver Mines. The board of directors, including Cropper, considered the offer in good faith and decided, for sound business reasons, that the company would not acquire the claims. Sometime later, the prospector approached Cropper personally. Cropper joined three others in forming a new company to acquire the claims. When the control of Peso changed hands, the new shareholders sought to claim Cropper’s interest on the basis that he had misappropriated a corporate opportunity.
The Supreme Court of Canada held that Cropper had not breached his fiduciary duties. The court found that Cropper acted in good faith in voting against the company’s acquisition, that the decision to reject the opportunity was made for sound business reasons, that no confidential information was misused, and that when the prospector subsequently approached him personally, it was not in his capacity as a director but as an individual member of the public. On those facts, the opportunity had ceased to be a corporate opportunity once the company bona fide rejected it.
What Peso Requires for a Valid Rejection
The protection of Peso is not automatic. To rely on it, the rejection must satisfy several conditions. The board’s consideration of the opportunity must have been bona fide, meaning that the directors actually evaluated the opportunity in good faith and on its merits, rather than rejecting it as a pretext or device to allow a director to take it personally. The decision to reject must have been made for sound business reasons. The information about the opportunity must not have been confidential information acquired through the corporate role; the fiduciary’s later access to the opportunity must come through a fresh, independent route rather than through the corporate connection. And the fiduciary should have been transparent throughout, fully disclosing their interest and abstaining from any improper influence on the rejection decision.
The Supreme Court of Canada in Canaero confirmed that Peso is good law but emphasized that the facts of Canaero were materially different. In Peso, the opportunity was offered, considered, and rejected by the company before any personal interest of the director was engaged. In Canaero, the opportunity was being actively pursued by the company and was diverted by the senior officers who had been responsible for pursuing it. The distinction matters: a clean bona fide rejection of an opportunity that was never in the company’s pipeline is fundamentally different from a quiet diversion of an opportunity the company was actively chasing.
The Supreme Court of Canada had reached a similar conclusion years earlier in Midcon Oil & Gas Ltd. v. New British Dominion Oil Co. Ltd., where the court declined to impose liability on directors who had pursued an opportunity after the company had decided not to. The Ontario High Court applied the Peso principle in Martin v. Columbia Metals Corp. Ltd., where directors purchased a debenture that the company had rejected. The court held that there was no breach of fiduciary duty where the rejection by the company had been bona fide, where the information used was not acquired solely by reason of the directors’ office, and where the directors’ subsequent pursuit of the opportunity proceeded from their personal capacity rather than their corporate role.
The Practical Importance of Documenting the Rejection
The practical importance of Peso is that a director or officer who wishes to pursue an opportunity that arguably belongs to the company has a defined procedural path. The opportunity should be disclosed in full to the board. The fiduciary should abstain from the board’s consideration of whether to pursue it. The board should consider the opportunity on its merits and document the reasons for declining it (if it does decline). And the fiduciary should pursue the opportunity only after the company has bona fide rejected it, only if the rejection rests on sound business reasons, and only if no confidential corporate information will be used in pursuing it.
Where these steps are taken, the Peso defence is available. Where they are not, the would-be appropriator is taking a serious legal risk.
Does the Duty Survive Resignation?
One of the most consequential features of Canadian corporate opportunity law is that the fiduciary duty can continue to apply even after the director or officer has resigned. This is what allowed the Supreme Court of Canada to find liability in Canaero against officers who had formally left the company before pursuing the contract.
The General Principle
The Supreme Court’s language in Canaero remains the governing statement. A director or senior officer is precluded from taking a maturing business opportunity their company is actively pursuing. This preclusion continues even after the fiduciary’s resignation, where the resignation may fairly be said to have been prompted or influenced by a wish to acquire the opportunity, or where the fiduciary’s position with the company (rather than a fresh initiative) led them to the opportunity which they later acquired.
The British Columbia Supreme Court in First Majestic Silver Corp. v. Santos usefully summarized the propositions emerging from Canaero: that directors are fiduciaries for their company; that they are precluded from obtaining any business opportunity belonging to the company or for which the company has been negotiating; that they may pursue such an opportunity only with the authorisation of the company, obtained after full disclosure of the facts; and that this obligation continues after the resignation of the director where the resignation may fairly be said to have been prompted or influenced by a wish to acquire the opportunity for themselves, or where it was the director’s position with the company rather than a fresh initiative that led to the opportunity. The Alberta Court of Queen’s Bench applied these principles in CCS Corp. v. Secure Energy Services Inc., a contemporary application of the Canaero framework in a commercial context.
The continuing duty is not infinite. The Supreme Court emphasized that the duration of the duty depends on the totality of the circumstances, including the factor of time (how long after the resignation the opportunity was pursued) and the nature of the relationship that was terminated (whether the fiduciary retired, resigned, or was discharged). The longer the time between resignation and the appropriation, and the less the appropriation was foreshadowed in the period leading up to the resignation, the harder the claim against the former fiduciary becomes.
The Suspicious Resignation
The doctrine is most demanding in the situation that prompted it: a senior officer who resigns while a corporate deal is in progress and immediately pursues the same deal through a personal vehicle. This pattern, sometimes called the “stepping stone resignation,” is the paradigm case of breach. The factors a court will examine include the timing of the resignation in relation to the maturation of the opportunity, the conduct of the officer in the period preceding resignation (preparation to compete, formation of a competing entity, contacts with the corporate counterparty), the speed with which the officer pursued the opportunity after leaving, and the role the officer had played in advancing the opportunity for the company.
Fresh Initiative After Resignation
By contrast, a former officer who pursues an opportunity that was not on the company’s radar at the time of resignation, that the officer did not encounter through their corporate role, and that the officer is now pursuing through fresh and independent initiative, is generally not in breach. The corporate opportunity doctrine does not transform every former senior executive into a permanent fiduciary of their former employer. The duty has limits, and one of those limits is that it does not foreclose the executive from building a new business in their general line of expertise after a clean departure.
Liability of Third Parties: Knowing Assistance
When a director or officer misappropriates a corporate opportunity, they are not always the only one who can be sued. A third party (typically a new corporation through which the former fiduciary pursued the opportunity) can also be held liable if it knowingly assisted in the breach of fiduciary duty.
The leading Canadian authority on knowing assistance in this context is Indutech Canada Ltd. v. Gibbs Pipe Distributors Ltd. The Alberta court set out the four elements that must be proven for knowing assistance liability:
First, the existence of a trust or fiduciary relationship between the plaintiff and the wrongdoer. Second, fraudulent or dishonest breaches by the wrongdoer of their fiduciary duty. Third, actual knowledge on the part of the stranger (the third party) of the misconduct. Fourth, assistance by the stranger in the fraudulent or dishonest design.
The practical consequence of this doctrine is that a new corporate vehicle formed to receive misappropriated opportunities, or a corporation that hires a senior executive knowing that the executive intends to bring along a corporate opportunity from their previous role, can itself be sued and held liable. The doctrine prevents the wrongdoer from sheltering behind a corporate veil that they themselves created for the purpose of the misappropriation. Canaero itself was decided against Terra, the new corporation formed by the defendants, as well as against O’Malley and Zarzycki personally.
For receiving corporations and their counsel, this creates a real diligence problem. A company hiring a senior executive from a competitor should not blind itself to the question of whether the executive is bringing along opportunities, customer relationships, or business prospects that may be subject to fiduciary obligations. A degree of inquiry into the executive’s previous role, the conditions of their departure, and the source of the opportunities they are bringing to the new employer is a sensible precaution.
Remedies for Misappropriation
When a court finds that a director or senior officer has misappropriated a corporate opportunity, the remedies available to the company are powerful and reflect the seriousness with which the law treats this breach.
Accounting and Disgorgement of Profits
The primary remedy is an accounting and disgorgement of all profits the wrongdoer earned through the appropriation. The company is entitled to recover the gains the fiduciary made, regardless of whether the company itself could have made those gains. The remedy is gain-based, not loss-based: the company need not prove what it lost. It need only prove what the fiduciary gained.
This is a powerful remedy because the fiduciary cannot escape liability by arguing that the company would never have obtained the opportunity, that the company had no realistic prospect of doing the deal, or that the fiduciary’s success was the product of their personal skill and effort. The Supreme Court of Canada in Canaero made clear that the company is entitled to compel the “faithless fiduciaries to answer for their default according to their gain.”
Constructive Trust
The court can also impose a constructive trust over the assets acquired through the breach, including the contracts, business relationships, and other property the wrongdoer obtained. This is a proprietary remedy, meaning the company acquires an equitable interest in the assets themselves, with priority over the wrongdoer’s general creditors in any subsequent insolvency. The constructive trust converts the wrongdoer into a trustee for the company, with all the fiduciary obligations that role entails.
The proprietary character of the constructive trust is what makes it particularly valuable in cases where the wrongdoer’s financial circumstances are uncertain. A simple money judgment for disgorgement may be worth little if the wrongdoer is insolvent. A constructive trust over identifiable assets is recoverable in full.
Compensatory Damages
In appropriate cases, the company can also recover compensatory damages for any losses it suffered as a result of the misappropriation. These can include lost profits, costs of replacement, and damages for the time and resources the company invested in the opportunity before it was diverted.
Injunctive Relief
Where the misappropriation is ongoing or threatened (for example, where a former officer has recently resigned and is in the early stages of pursuing the diverted opportunity), the company can seek interlocutory injunctive relief to preserve the status quo pending trial. Such injunctions can prevent the further pursuit of the opportunity, the dissipation of profits already earned, or the disclosure of confidential information acquired in the corporate role. The interlocutory injunction is governed by the three-part test from RJR-MacDonald Inc. v. Canada (Attorney General): a serious issue to be tried, irreparable harm if the injunction is not granted, and the balance of convenience favouring the moving party.
The Role of Expert Evidence
A practical reality in many corporate opportunity cases is that expert evidence is required to demonstrate the quantification of profits, the value of the diverted opportunity, the existence of market or corporate manipulation, and other auditing matters relevant to the accounting remedy. Forensic accountants and industry experts are routinely retained on both sides to address these issues.
The standards applicable to expert evidence in commercial litigation apply with full force in corporate opportunity cases. The Ontario Court of Appeal in Carmen Alfano Family Trust (Trustee of) v. Piersanti emphasized that expert witnesses must approach their tasks with objectivity and integrity, must not exceed the bounds of their expertise, must not engage in fact-finding or advocacy, and must produce opinions that are the product of their independent analysis. As Farley J. observed in Bank of Montreal v. Citak, an expert who is not neutral and objective is not properly qualified to give expert opinions at all. Where a court finds that an expert has become an advocate for the retaining party, the court will typically discount or disregard the evidence entirely. For both plaintiffs and defendants in corporate opportunity cases, the choice of expert and the conduct of the expert during the proceedings can be outcome-determinative.
Practical Guidance
For directors and senior officers, the practical lesson of the corporate opportunity doctrine is that any opportunity that has any meaningful connection to the company should be approached with caution. Several principles guide the analysis.
First, when in doubt, disclose. The most effective protection against a corporate opportunity claim is full disclosure to the board of any opportunity that might plausibly fall within the company’s interest, before the fiduciary takes any personal steps in relation to it. Disclosure shifts the decision to the board, where it belongs, and creates a documentary record that protects the fiduciary if the matter is later questioned.
Second, do not act unilaterally. A director or senior officer who decides for themselves that the company has no interest in an opportunity, and on that basis pursues it personally, is exposed to liability if a court later disagrees with that characterization. The board’s bona fide rejection is the protection; self-declared rejection by the fiduciary is not.
Third, the timing of resignation matters. A senior officer who resigns and immediately pursues an opportunity they were working on during their employment is in the riskiest position. The longer the gap between resignation and the pursuit of the opportunity, and the more clearly the opportunity arose from a fresh source after departure, the safer the position.
Fourth, document everything. Where an opportunity is pursued personally, the fiduciary should maintain contemporaneous records showing how the opportunity was discovered, the steps taken to disclose it to the company, the board’s response, and the source of the post-resignation pursuit. These records may be the difference between a successful defence and a costly judgment.
For companies, the practical lesson is that policing the fiduciary duties of directors and senior officers is part of effective corporate governance. Board minutes should record consideration of opportunities, disclosures by directors of personal interests, and the reasoning behind rejections of opportunities. Departing executives should be reminded of their continuing fiduciary duties and, in appropriate cases, asked to confirm in writing that they are not aware of any opportunities they intend to pursue in breach of those duties. And where misappropriation is suspected, prompt investigation and (in appropriate cases) early injunctive relief can prevent the loss of the opportunity and preserve the company’s remedies.
Disputes involving appropriation of corporate opportunity are among the most consequential fiduciary duty claims in Canadian commercial law. They combine demanding doctrinal analysis, powerful equitable remedies including accounting, disgorgement, and constructive trust, and significant exposure for both individual fiduciaries and the corporate vehicles they create. Whether you are a company that suspects a former officer or director has diverted a business opportunity, an executive who is uncertain whether you can pursue an opportunity you have encountered in your role, or a recipient corporation that has hired a senior executive from a competitor and wants to understand its exposure, careful legal advice and strategic planning are essential. Our breach of fiduciary duty practice regularly handles corporate opportunity and related fiduciary disputes in Ontario. Contact Grigoras Law to discuss your situation.
Conclusion
The corporate opportunity doctrine is one of the most important and least mechanical areas of Canadian fiduciary law. It rests on a small number of leading cases, principally the Supreme Court of Canada’s decisions in Canaero and Peso, but its application turns on the totality of the circumstances in each case. The doctrine reaches directors and senior officers, captures maturing business opportunities and opportunities the company is actively pursuing, continues to apply after resignation in the right circumstances, and is enforced through powerful equitable remedies including accounting, disgorgement, and constructive trust.
For senior executives navigating a real-time decision about whether to pursue an opportunity, the most important takeaway is that the law expects more than good faith. It expects disclosure, transparency, and a willingness to let the company make the call. For companies and the lawyers who advise them, the doctrine is one of the most powerful tools available to protect the corporation’s commercial interests against unfaithful fiduciaries. Used thoughtfully, it is a cornerstone of corporate governance. Ignored, it can be the source of significant and avoidable exposure.
