Directors' obligations arise from a variety of sources. At base is the duty set out in corporate legislation such as the Canada Business Corporations Act (CBCA), which requires directors to act honestly and in good faith, with a view to the best interests of the corporation, exercising the due diligence that a reasonably prudent person would in the circumstances,and without conflict. Published in the May 2011 issue of Lexpert magazine as part of Barry Reiter's regular column.