Q. Jay is a director and officer of Nino, Inc. Jay makes a marketing decision that results in a dramatic decrease in profits for Nino and its shareholders. The shareholders accuse Jay of breaching his fiduciary duty to the corporation. Illustrate what is Jay's best defence against this accusation? Later, a resolution comes before the Nino board to compete with ABC Corporation. Jay is a director and shareholder of ABC. Illustrate what is Jay's responsibility in this situation?