ORDER

AND NOW, this 9th day of June, 1999, the Petition for Allowance of Appeal is hereby GRANTED, limited to the following two issues:

Did the Superior Court err in concluding that the Petitioner failed to state a cause of action against Respondent John Warehime for breach of fiduciary duty and/or breach of the duty of loyalty and good faith owed to the Petitioner by each of its directors?

Whether 15 Pa.C.S. § 1728 defines the outer limits of a director’s fiduciary duties of care, good faith and/or loyalty in connection with an interested transaction which the director knows will result in unfairness or fraud to the corporation?