Corporate governance is state law, and in the United States that means Delaware is the reference point — so this UpLaw guide teaches the Delaware framework first and flags where the Model Business Corporation Act states, California, Nevada, and Texas diverge. It explains what directors and officers actually owe: the duty of care policed through the business judgment rule and the gross-negligence floor of Smith v. Van Gorkom; the duty of loyalty and its intolerance of self-dealing, tested under entire fairness; and the oversight strand of good faith that runs from Caremark through Stone v. Ritter to Marchand v. Barnhill and the modern wave of board-failure claims. It then works through the standards of review — business judgment, enhanced scrutiny under Unocal and Revlon, and entire fairness — the cleansing devices that move a conflicted deal from one standard to another (disinterested director approval, informed stockholder ratification, and the MFW protocol), the corporate opportunity doctrine, controlling-stockholder problems, and the protective architecture of DGCL 102(b)(7) exculpation, Section 145 indemnification, and D&O insurance. Derivative procedure gets its own treatment, including demand futility after United Food v. Zuckerberg and the books-and-records demand under DGCL 220 that Delaware courts insist plaintiffs use first, as narrowed by the 2025 amendments. A running hypothetical — Perihelion Robotics, a venture-backed company that approves a conflicted insider bridge and later sells itself — carries the doctrine into the place most readers actually live: a private board where the same people sit on both sides of the table.