Practice question
An officer, not a director, is confidentially entrusted with acquiring a business asset and takes an adverse personal interest contrary to the fiduciary disability, capturing profits that would accrue to the corporation. The officer invokes absence of a board seat as complete immunity. Which is correct?
- Section 30’s second paragraph expressly includes officers, so lack of a board seat does not itself defeat that accounting claim.
- Only directors can ever owe fiduciary duties
- The officer automatically owns the corporate opportunity free of all duties
- Confidential entrustment removes every duty
- Only personal popularity determines accounting
Legal references
- Revised Corporation Code, RA 11232, Sections 30 and 33: https://lawphil.net/statutes/repacts/ra2019/ra_11232_2019.html
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