A director who fails to disclose a personal conflict of interest in a corporate transaction may be liable for
A director who fails to disclose a personal conflict of interest in a corporate transaction may be liable for:
A. No liability if the transaction is fair to the company
B. Returning any profits made from the transaction (disgorgement)
C. Only civil liability to minority shareholders
D. Criminal penalties under all circumstances
Answer: B
Explanation: Non-disclosure of conflict breaches duty of loyalty; courts may order profit disgorgement even if the transaction is fair.
