If you’ve viewed the Free Board of Directors’ Essential Toolkit, you’ve already learned this in video form. If you prefer to read, best start with the Board of Directors: Part One to get up to speed. Or read the posts starting here.
We’ve talked about the fiduciary duty, the highest standard of care at law or equity, and the duty of loyalty that entails.
Part of the duty of loyalty is that a fiduciary (for example, a Board of Directors member) may not put herself or himself in a position of conflict of interest between her interests and the company’s interests, and must not profit from the relationship.
There is one exception: consent.