Task: Wrong Candidate Generation
Input (English): soundness of a business decision may be assessed by examining the qualifications of the persons with whom the director consulted, the general topics, not the substance, of the information sought or imparted, and whether the advice was followed. Id. Corporate officers are agents who owe duties to both the corporation and its shareholders. See WLR Foods, Inc. v. Tyson Foods, Inc., 869 F.Supp. 419, 421 (W.D.Va.1994) (“A Virginia corporation’s directors and officers owe a duty of loyalty both to the corporation and to the corporation’s shareholders.”) (citation omitted); Upton v. S. Produce Co., 147 Va. 937, 133 S.E. 576, 580 (1926) (stating that officers “owed the duty of frankness and fair dealing as fiduciaries to [stockholders]”); Gantler v. Stephens, 965 A.2d 695, 708-09 (Del.2009) (<HOLDING>). An officer has a specific duty to “tell his 
 Holding statements: (A) holding under delaware law that corporate officers owe the same fiduciary duties as directors (B) recognizing that insolvent corporations officers are directors and may have fiduciary duty to existing creditors not to dissipate corporate assets (C) holding that directors of whollyowned insolvent subsidiary owe fiduciary duties not only to subsidiarys creditors but also to subsid iary because duties owed to creditors are derivative of duties owed to subsidiary (D) recognizing privilege for corporate officers directors and shareholders to influence the actions of their corporation (E) holding that directors and officers are fiduciaries
Output (English): holding that directors of whollyowned insolvent subsidiary owe fiduciary duties not only to subsidiarys creditors but also to subsid iary because duties owed to creditors are derivative of duties owed to subsidiary