In carrying out their managerial roles, directors are charged with an unyielding fiduciary duty to the corporation and its shareholders.

The exercise of this managerial power is tempered by fundamental fiduciary obligations owed by the directors to the corporation and its shareholders.

In such a case a reviewing court might apply the rule, invoked by plaintiff, "that ascribes to self-interest rather than to a sense of duty the motive power of ensuing action".

It has frequently been said by this court... that the directors of a corporation stand in a fiduciary relation to the corporation and its stockholders

—asserting that corporate directors have a fiduciary relationship with the corporation and its shareholders and that the rules governing the conduct of trustees apply to directors

"A person standing in the fiduciary relation of a trustee for another is liable to account not alone for the bare value of the beneficiary's property which he took and utilized as his own, but as well also for all the gains and profits which he has derived therefrom."

—at pages 238 and 239 in the following language: "Such are the fiduciary duties and obligations of an officer and director of a corporation that if a business opportunity comes to him which is in the line of his corporation's activities and of advantage to it and especially if really intended for it, the law will not allow him to divert the opportunity from the corporation and …

—holding that under Delaware law the corporate officers stand in a fiduciary relationship with the corporation and stockholders

When it comes to the enforcement of bylaws against stockholders, the board does not act simply as an arms-length contracting partner; board members are fiduciaries and, in the context of an advance notice bylaw, they are fiduciaries confronting a structural and situational conflict

Delaware' s courts, however, have long recognized that directors owe their corporations fiduciary duties