Welcome back to the Bar Exam Toolbox podcast! In today's episode, we're talking about the duty of loyalty owed by directors and officers of a corporation, and the main types of conduct they are prohibited from engaging in. In this episode, we discuss: A review of the rule for duty of loyalty The four types of prohibited conduct when the officer's interest is placed before that of the corporation The situations in which a conflict of interest occurs Usurpation of a corporate opportunity Other topics that duty of loyalty is often tested with Analyzing three hypos from California bar exam essays involving duty of loyalty Resources: “Listen and Learn” series (https://barexamtoolbox.com/bar-exam-toolbox-podcast-archive-by-topic/bar-exam-toolbox-podcast-explaining-individual-mee-and-california-bar-essay-questions/#listen-learn) California Bar Examination – Essay Questions and Selected Answers, July 2015 (https://www.calbar.ca.gov/Portals/0/documents/admissions/gbx/July2015_CBXSelectedAnswers_EssayQuestions1-6_R.pdf) California Bar Examination – Essay Questions and Selected Answers, February 2009 (https://juraxbar.com/wp-content/uploads/2016/04/February-2009-CBX.pdf) California Bar Examination – Essay Questions and Selected Answers, February 2002 (https://juraxbar.com/wp-content/uploads/2016/04/February-2002-CBX.pdf) Examples & Explanations: Corporations, by Alan R. Palmiter (https://www.amazon.com/Corporations-Examples-Explanations-Alan-Palmiter/dp/1454802472) Podcast Episode 23: Tackling an MEE Corporations Question (https://barexamtoolbox.com/podcast-episode-23-tackling-an-mee-corporations-question/) Podcast Episode 35: Tackling a California Bar Exam Essay: Corporations (https://barexamtoolbox.com/podcast-episode-35-tackling-a-california-bar-exam-essay-corporations/) Podcast Episode 120: Listen and Learn – Piercing the Corporate Veil (https://barexamtoolbox.com/podcast-episode-120-listen-and-learn-piercing-the-corporate-veil/) Download the Transcript (https://barexamtoolbox.com/episode-124-listen-and-learn-duty-of-loyalty-corporations/) If you enjoy the podcast, we'd love a nice review and/or rating on Apple Podcasts (https://itunes.apple.com/us/podcast/bar-exam-toolbox-podcast-pass-bar-exam-less-stress/id1370651486) or your favorite listening app. And feel free to reach out to us directly. You can always reach us via the contact form on the Bar Exam Toolbox website (https://barexamtoolbox.com/contact-us/). Finally, if you don't want to miss anything, you can sign up for podcast updates (https://barexamtoolbox.com/get-bar-exam-toolbox-podcast-updates/)! Thanks for listening! Alison & Lee