S-K 1603(c) Fiduciary Duties to Other Companies

Feb. 17, 2026

Fiduciary Duties To Other Companies Spac Officers And Directors Line Items

SPAC Officers and Directors, Fiduciary Duties to Other Companies, Description [Text Block]

Conflicts of Interest

Under British Virgin Islands law, directors and officers owe the following fiduciary duties: duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

	●	duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

	●	duty to not improperly fetter the exercise of future discretion;

	●	duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;

	●	duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

	●	duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.

ARC Group Acquisition I Corp. S-1/A