While corporate officers and a corporation's board of directors may both be liable for breach of fiduciary responsibility in some circumstances, it is important to keep in mind that a corporation's shareholders owe a fiduciary responsibility, as well. Although shareholders do not directly control the operations of a corporation, they are responsible for electing a corporate board of directors, which can give them some control over corporate activities and decisions. Particularly in the case of a majority shareholder, a shareholder may be personally liable for breach of the fiduciary duty to the corporation, as well as to minority shareholders. For instance, if a controlling shareholder votes in a manner that will perpetrate a fraud on the other shareholders and/or the corporation, then the controlling shareholder may have breached the fiduciary duty owed to the minority shareholders or the corporation. Another potential breach of fiduciary responsibility arises when a controlling shareholder is party to a transaction or contract undertaken by the corporation. In this case, any such transactions that carry the potential for a conflict of interest must pass an "intrinsic fairness" test.