Where a plaintiff brings claims based upon multiple allegedly wrongful acts, a court considers each act in turn in applying the statute of limitations. Thus, in a breach of fiduciary duty lawsuit against directors and officers, where the averments identified four separate alleged wrongs, limitations barred certain claims. When discrete wrongful acts were alleged, the plaintiffs could not conflate all of the wrongful acts into a final wrongful act to avoid limitations.

A duty of loyalty claim is not limited to situations where directors and officers acted out of self-interest or where they lacked independence. A claim for breach of loyalty may be premised upon the failure of a fiduciary to act in good faith. Well pleaded averments that directors and officers consciously abdicated their duties sufficiently state a cause of action for a breach of the fiduciary duty of loyalty.

An exoneration clause in a corporation's charter cannot be the basis for dismissal of a fiduciary duty of care claim where that claim is not the only claim. Where plaintiffs also allege a breach of the duty of loyalty, an "entire fairness" analysis is required, and an exoneration clause will not serve as a dispositive defense.