[1] "The court reviewed and affirmed the following principals:"

"...Directors do not, by virtue of their office, owe fiduciary duties to shareholders. Circumstances may arise in which duties are owed but only by way of exception. To achieve this, there here must be something unusual in the nature of the relationship. Special circumstances which “replicate the salient features of well-established categories of fiduciary relationships” must be present."

"...The mere fact that a director has access to the company’s affairs, or that their actions have potential to impact shareholders, does not, of itself, amount to “special circumstances“, or give rise to a special relationship. These are “inevitable” features of the relationship between directors and shareholders..."

"...The purchase of shares from a shareholder is not (on its own) sufficient to create a fiduciary duty. Even in a situation where a director is purchasing shares from a shareholder, the existence of such a duty depends on the existence of special circumstances..."

[1] https://www.morrlaw.com/commercial-law/director-shareholder-...