Business Law: Directors' Liability and Duty of Care
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Questions and Answers

What is the purpose of the Delaware Statute in relation to Officers and the duty of care?

  • To protect Outside Directors from negligence claims (correct)
  • To impose stricter supervision of employees
  • To hold Officers personally liable for negligence
  • To require Officers to obtain D & O insurance

What is the primary purpose of D & O insurance?

  • To pay for employee salaries
  • To cover legal defense fees and judgments (correct)
  • To protect against natural disasters
  • To provide liability coverage for intentional torts

What must a Director do to avoid personal liability if a decision proves to be disastrous?

  • Dissent from the decision in writing (correct)
  • Attend all board meetings
  • Obtain D & O insurance
  • Vote in favor of the decision

What is not typically covered by D & O insurance?

<p>Intentional torts (A)</p> Signup and view all the answers

What is the purpose of filing a written dissent with the secretary before the meeting is adjourned?

<p>To avoid personal liability (D)</p> Signup and view all the answers

Why do larger companies often purchase D & O insurance?

<p>As a necessity to attract and retain Directors and Officers (B)</p> Signup and view all the answers

What is the term for an action that exceeds a corporation's express or implied powers?

<p>Ultra Vires Act (C)</p> Signup and view all the answers

What is a prerequisite for a shareholder to file a derivative lawsuit?

<p>Must be a shareholder at the time of the act (C)</p> Signup and view all the answers

What is the purpose of a shareholder derivative lawsuit?

<p>To enforce a corporation's right against a third party (D)</p> Signup and view all the answers

What is the timeframe within which a corporation must respond to a written demand made by a shareholder?

<p>90 days (B)</p> Signup and view all the answers

What is the term for the rights of a shareholder to purchase additional shares of a corporation?

<p>Preemptive rights (D)</p> Signup and view all the answers

What is the term for a lawsuit filed by a shareholder to enforce a corporation's right against a third party?

<p>Shareholder Derivative Lawsuit (D)</p> Signup and view all the answers

What is the primary purpose of Delaware's Statute, §102(b)(7)?

<p>To limit or eliminate directors' personal liability for monetary damages for breach of fiduciary duty (C)</p> Signup and view all the answers

Which of the following is an exception to the limitations on directors' personal liability in Delaware's Statute, §102(b)(7)?

<p>Breach of loyalty (B)</p> Signup and view all the answers

How does California's Statute differ from Delaware's Statute?

<p>It is more restrictive (C)</p> Signup and view all the answers

What is the consequence of an unexcused pattern of inattention under California's Statute?

<p>Liability for an abdication of corporate duties (B)</p> Signup and view all the answers

What is the primary duty of directors that is protected by the Business Judgment Rule?

<p>Duty of care (A)</p> Signup and view all the answers

Which of the following is a limitation on the Business Judgment Rule?

<p>All of the above (D)</p> Signup and view all the answers

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