<Li> If a director is acting dishonestly or recklessly then there will be criminal liability imported under statute . But not in general law . </Li> <Li> At general law where a director breaches their duties the likely remedy will be equitable damages or statutory compensation or recission . But within context of statute it is not possible . If it is a statutory duty, ASIC will enforce statute . </Li> <P> In Canada, a debate exists on the precise nature of directors' duties following the controversial landmark judgment in BCE Inc. v. 1976 Debentureholders . This Supreme Court of Canada decision has raised questions as to the nature and extent to which directors owe a duty to non-shareholders . Scholarly literature has defined this as a "tripartite fiduciary duty", composed of (1) an overarching duty to the corporation, which contains two component duties--(2) a duty to protect shareholder interests from harm, and (3) a procedural duty of "fair treatment" for relevant stakeholder interests . This tripartite structure encapsulates the duty of directors to act in the "best interests of the corporation, viewed as a good corporate citizen". </P> <Ul> <Li> Smith v. Van Gorkom, 488 A. 2d 858 (Del . 1985) and § 102) b) (7) DGCL </Li> <Li> Dodge v. Ford Motor Co., 204 Mich . 459, 170 N.W. 668 (1919) </Li> <Li> Aronson v. Lewis </Li> <Li> In re Caremark International Inc . Derivative Litigation 698 A 2d 959 (Del . Ch. 1996) </Li> <Li> In re Walt Disney Co . Derivative Litigation 907 A. 2d 693 (Del . Ch. 2005) </Li> </Ul>

Who do directors owe a fiduciary duty to
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