This article reviews directors duties in the private company context. Board of director duties and responsibilities are briefly outlined with a focus on avoiding breach of fiduciary duty. Fiduciary duties such as duty of care and duty of loyalty play a part in the analysis of a board of directors liability. Directors liability as an outgrowth of the board of directors duties and function is also discussed. Directors and officers insurance is touched on to the extent directors insurance reduces liability arising from board of director fiduciary duties.