Bank Directors Seminar, Coeur d'Alene, ID, September 15-17, 2019

APPLICATION OF DUTIES TO EACH DIRECTOR

Duty of loyalty evaluated individually:

Each director shall act: – in good faith – in best interests of corporation

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APPLICATION OF DUTIES TO EACH DIRECTOR

Duty of care evaluated both individually and collegially: – Applies to individual directors (e.g., meeting preparation) – But courts typically evaluate conduct of whole board

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