You've actually just made me realize I overstated his duty to shareholders in my original comment but it's too late to edit. My apologies. A director doesn't

You've actually just made me realize I overstated his duty to shareholders in my original comment but it's too late to edit. My apologies. A director doesn't owe a fiduciary duty (which is the highest standard of care one person can owe another) but a duty of "care and loyalty" which is a step below a fiduciary. The outcome is the same though. A director's "duty of loyalty" means that he or she cannot personally benefit at the expense of the corporation or it's shareholders. The number of shares he owns and the voting power is irrelevant as the duty applies to all shareholders.