Stepak v. Schey

I concur in the syllabus and judgment of the majority. However, I write separately in order to more fully develop what I perceive as the essentials needed in order to bring and maintain a breach of fiduciary action.

In Ohio, as in every other state, the long-established principle is that directors of a corporation have an obligation *12to the corporation which ,is in the nature of that of a fiduciary. A director’s obligation to the corporation includes two separate duties: loyalty and care. See ALI, Principles of Corporate Governance: Analysis and Recommendations, Introductory Note (Tent. Draft…