Give an account of the directors' and corporate officers' duty of care toward the corporation.

 The directors and officers of a corporation owe certain fiduciary duties when making decisions and taking action on behalf of the corporation. One such duty is the duty of care. The duty of care requires corporate directors and officers to use care and diligence when acting on behalf of the corporation. To meet this duty of care, the directors and officers must discharge their duties (1) in good faith, (2) with the care that an ordinary prudent person in a like position would use under similar circumstances, and (3) in a manner they reasonably believe to be in the best interests of the corporation. A director or an officer who breaches the duty of care is personally liable to the corporation and its shareholders for any damages caused by the breach.