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As long as they act with due care and put the corporation’s interests first, directors and officers will avoid liability for a company’s financial decline.

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Fiduciary Duties of Directors and Officers in Florida Under applicable Florida corporate law, a director must perform his or her corporate duties 1) in good faith; 2) with such care as an ordinary prudent person in a like position would exercise under similar circumstances; and 3) in a manner the director reasonably believes to be in the best interests of the corporation.