Ethan Got Together with a Number of Friends Who All

Ethan got together with a number of friends who all sat on the board of directors of a corporation. They personally disliked Stephen, a minority shareholder with a bad attitude. A new proposal was being put to the board. While they knew that this was not a measure that was in the best interests of the corporation, they also knew it would seriously weaken Stephen's financial position. Accordingly, they voted in favour of it. Which of the following is true?

A) The directors have breached their fiduciary duty to act in the best interests of the shareholders.
B) The directors have breached their fiduciary duty to act in the best interests of the corporation.
C) The directors have acted inappropriately, but because Stephen is a minority shareholder, their conduct is not actionable.
D) The directors have discretion to act how they see fit, even if it is not generally viewed as professional.
E) The directors have breached the Canadian Code of Professional Conduct.