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 fiduci¬ary duty to the corporation. What is Jay's best defense against this ac¬cu¬sation? Later, a resolution comes before the Nino board to compete with ABC Corporation. Jay is a director and shareholder of ABC. What is Jay's responsibility in this situation?