What is the fiduciary relationship between a director and a shareholder?

Fiduciary relationships by their nature are a relationship of trust. Some of those relationships are well known and need not be expanded upon, and they include such as a solicitor and client, or a trustee and beneficiary. It is clear that a director owes a fiduciary duty to the company of which he is a director and is obliged not to act prejudicially, or in a conflict of interest, to that company. However, it is also clear that barring any exceptional circumstances a director owes no fiduciary duty to a shareholder. The case of Malcolm v. Transtech Holding Ltd., 2001 BCCA 161, is authority for the proposition that the law is clear, except in exceptional cases, the fiduciary duty of a director is to the company and not to the shareholders.