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Answer (B) is correct . The directors of a corporation owe a fiduciary duty to the corporation and the shareholders. They are also expected to exercise reasonable business judgment. The law does recognize human fallibility and allows for directors to be safe from liability for honest mistakes of judgment.

Answer (A) is incorrect because Directors are personally liable for failure to exercise reasonable care.
Answer (C) is incorrect because Directors are prohibited from declaring dividends that would violate a state statute establishing a minimum legal capital.
Answer (D) is incorrect because A director may not exploit opportunities presented to him/her in his/her capacity as a director for his/her own benefit without first offering them to the corporation.