All flashcards

43 cards

1Are corporate directors fiduciaries?
2What does the duty of care require of directors and key officers of a corporation?
3A woman worked for a corporation and supervised an employee with repeated performance issues. The woman filed extremely critical year-end reviews o...
4A corporation was contemplating the purchase of a parcel of land. The land was listed for sale at $100,000. For the transaction, the board of direc...
5What is the business judgment rule?
6What are the elements of a defense based on the business judgment rule defense?
7A corporation was considering investing part of its cash reserves in mortgage-backed securities. The board of directors undertook a thorough evalua...
8A corporation learned of a potential contamination issue involving some of the dietary supplements it manufactured. The board met to discuss the is...
9What is the entire-fairness defense?
10If a director made a business decision without conducting a reasonable investigation, what defense or defenses may the director use to avoid liabil...
11A corporation was considering selling its fleet of corporate vans. The directors received only one bid, for $1 million. The bid was good for 24 hou...
12If a director breaches a fiduciary duty, may her actions subsequently be approved by the board of directors?
13Can a director avoid liability for any breaches of her duty of care?
14What does the duty of candor require of directors of a corporation?
15What does the duty of loyalty require of directors of a corporation?
16May a director invoke the business judgment rule to defend against a claim that the director breached the duty of loyalty?
17In the context of the corporate duty of loyalty, what is self-dealing?
18What is a conflicting-interest transaction?
19Are all conflicting-interest transactions prohibited by law?
20Are there any safe harbors that can be invoked to validate a conflicting interest transaction?
21What is the corporate-opportunities doctrine?
22Which fiduciary duty is frequently violated by transactions that involve either self-dealing or seizing a corporate opportunity?
23A corporation was considering buying a parcel of land that was in a flood zone. The corporation’s senior director was against the purchase. However...
24Whose approval can validate a conflicting-interest transaction and, therefore, insulate a conflicted director from liability for that transaction?
25A corporation was considering selling machinery to a venture owned by one of its directors. The director disclosed her ownership interest in the ve...
26A corporation was considering buying a shipping vessel for $5 million. The vessel was owned by a family trust. One of the corporation’s directors w...
27A corporation was considering purchasing a corporate jet. The jet was owned by a director’s wife, but the director did not disclose this fact. Howe...
28In the context of a director’s duty of loyalty, what is a corporate opportunity?
29May a director ever seize a corporate opportunity without violating her duty of loyalty?
30The president of a corporation received a call from local real estate developer. The developer was selling a parcel of land that was adjacent to th...
31A chief financial officer (CFO) of a corporation that managed restaurants learned about an upcoming sale of an extremely popular food hall. The CFO...
32What fiduciary duties do directors owe the corporation?
33Generally, do a corporation’s key officers owe the corporation the same fiduciary duties as the corporation’s directors?
34Generally, do majority shareholders have any fiduciary duties to minority shareholders?
35Are corporations ever required to indemnify their directors who have been held liable for a breach of duty?
36What is permissive indemnification?
37Is a corporate indemnification ever prohibited?
38May a corporation advance funds to pay for or reimburse a director?
39May a court order indemnification or an advance for expenses?
40Angry shareholders sued a director of a corporation alleging the director had breached a variety of duties. Due to the nature of the claims, the co...
41Do the members of a member-managed limited-liability company (LLC) always owe fiduciary obligations to the other members and the company itself?
42Do the members of a manager-managed LLC always owe fiduciary obligations to the other members and the company itself?
43May an LLC’s operating agreement ever modify the duty of loyalty, the duty of care, or the obligation of good faith and fair dealing in a way that ...

Are corporate directors fiduciaries?

Keyboard shortcuts: