Venture capital investors require provisions prohibiting the company from taking certain actions without the investors' prior approval as stockholders. These restricted actions typically appear in the terms of the preferred stock and include: (1) liquidation, dissolution or sale of the company, (2) changes to the certificate of incorporation or bylaws (particularly changes that are adverse to the preferred stock), (3) repurchases of shares of stock, (4) increases or decreases in the size of the board of directors, (5) grants of licenses to intellectual property other than in the ordinary course of business, (6) changes to the company's basic business, (7) acquisitions of other businesses, (8) authorization of preferred stock (or other securities) senior or equal to the investors' preferred stock, and (9) transactions with insiders. In addition to these provisions, which require investor approval as investors, investors often require that certain transactions may only be approved by the affirmative vote of the directors, including the affirmative vote of one or more of the directors elected by the holders of preferred stock (see How are directors typically elected?). These actions typically include: (1) adoption of the annual business plan, (2) incurring indebtedness, (3) guaranteeing indebtedness, (4) granting security interests, (5) making loans, and (6) hiring and firing the CEO. It is black letter law that directors generally have a fiduciary duty to the holders of common stock but that other stockholders do not. As a result, investors, in their capacity as stockholders, can approve or disapprove actions based narrowly on their own investment interest. In their capacity as directors, they must consider their duty to others.