If a director had a conflict of interest in a corporate decision, what is the probable outcome of a lawsuit against her for that decision?

When a corporate director has a conflict of interest in a decision, the likelihood of being held liable for breaching their fiduciary duty is significant. Directors have a legal obligation to act in the best interests of the corporation and its shareholders, which includes making decisions without self-interest or competing personal interests.

In situations where a conflict of interest exists, the director fails to uphold this duty, which can lead to liability. The law expects directors to disclose any potential conflicts and abstain from participating in decisions where they have a personal stake. If they do not do so, and a lawsuit arises, the courts will likely evaluate whether the director's actions were consistent with their fiduciary obligations.

The business judgment rule, which protects directors from liability for decisions made in good faith and with due care, generally does not apply when there is a conflict of interest. This means that if a conflict is present and not properly managed, the director can be found liable for breaching their fiduciary duty to the company, as they would not have exercised their responsibilities in a manner that prioritizes the interests of the corporation above their own.