id	author	title	date	pages	extension	mime	words	sentence	flesch	summary	cache	txt
cjal-3173	Roman III, Antonino B.	Comparative Responses to Self-Dealing Transactions: The United States and the Philippines	1997	34	.pdf	application/pdf	13452	645	53	COLUMBIA JOURNAL OFASIAN LAW corporation (intra vires) and the authority of management, and involves the exercise of due care and compliance with applicable fiduciary duties.2 Where, however, a director or officer breaches his fiduciary duties of good faith and fair dealing, 3 as by profiting at the expense of the corporation, then the business judgment rule ceases to operate.4 For this reason, transactions apparently between two or more decision-makers but actually involving only one, i.e., self-dealing transactions, will not only subject these transactions to severe judicial scrutiny but also exclude interested directors or officers from protection. See Revised Model Business Corporation Act (RMBCA),§ 8.62 (c), which likewise excludes interested directors in determining the presence of a quorum.	cache/cjal-3173.pdf	txt/cjal-3173.txt