Fiduciary duty of directors centers on the company, not individual shareholders, with remedies running to the company.

Directors owe a primary fiduciary relationship to the company, not to individual shareholders; contracts with shareholders are not usually voidable merely because the director possessed superior information. Breaches of duty attract liability to the company, not individual members for loss in share value, although limited exceptions may arise where directors owe duties to individual members in transactions involving both the company and members' holdings.

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