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Question 1
Eric has been the line manager for a major business unit of Exo, Inc for the past thirty years. His regular duties are to supervise the work of over 200 exmployees, hire and fire employees that work for his line, and make decisions about the proper schedule and maintenance of the line to ensure its optimal performance. One day, after a major breakdown in his line, Eric calls up a machinery manufacturer and hires them to replace and retool the machines in his production area. If, subsequently, the machinery manufacturer is not paid and sues the company, the company will likely:
Correct
Incorrect!
Correct
Incorrect!
Correct This is a bit of a trick question. You may have initially been tempted to go with answer B. Your instincts are generally correct, as there seems to be very little indication that Eric is an officer of the firm. A court would look to Eric's job duties and see that he does not appear to have contractual capacity, speaking authority, or general obligations to report to the firm's shareholders. However, while this is correct and would militate against the firm's being liable for the contract Eric entered into, answer C is slightly better for one reason. While Eric may not be an officer of the firm, the fact that the board of the company knew of Eric's actions and even complimented him for his work, suggests that the board ratified his actions. Thus, while Eric may not be an officer empowered to act on behalf of the firm, the board, who does have such power, can override that lack of authority by ratifying its employees contracts.
Incorrect! This is a bit of a trick question. You may have initially been tempted to go with answer B. Your instincts are generally correct, as there seems to be very little indication that Eric is an officer of the firm. A court would look to Eric's job duties and see that he does not appear to have contractual capacity, speaking authority, or general obligations to report to the firm's shareholders. However, while this is correct and would militate against the firm's being liable for the contract Eric entered into, answer C is slightly better for one reason. While Eric may not be an officer of the firm, the fact that the board of the company knew of Eric's actions and even complimented him for his work, suggests that the board ratified his actions. Thus, while Eric may not be an officer empowered to act on behalf of the firm, the board, who does have such power, can override that lack of authority by ratifying its employees contracts.
Correct
Incorrect!
Question 2
Going Co. recently engaged in a major acquisition of one of its competitors. However, it quickly turned out that the market was not prepared for the transaction and subsequently, the value of Going's stock plummeted. Going's directors had considered the possibility of such a situation, but determined it was an unlikely scenario. Subsequently, the board was sued by a shareholder for the loss of the company's value. In their defense, the board will likely claim the protection of:
Correct
Incorrect!
Correct Directors are not infallible, and the courts have come to recognize that fact. Thus, because the courts view directors as generally being in the best position to judge the facts of a company, they will rarely question the board's judgment in matters where it deliberated and showed due consideration of the outcomes of the transaction.
Incorrect! Directors are not infallible, and the courts have come to recognize that fact. Thus, because the courts view directors as generally being in the best position to judge the facts of a company, they will rarely question the board's judgment in matters where it deliberated and showed due consideration of the outcomes of the transaction.
Correct
Incorrect!
Correct
Incorrect!
Question 3
The board of EmpCo, Inc. recently agreed to enter a binding fifty-year contract with one of its suppliers. However, the board failed to investigate the long term of the contract, its exceedingly high price, or the fact that the contract gave the supplier significant power over EmpCo's operations. The board had simply acted on a recommendation of the supplier that it was offering the best deal around. If the board is subsequently sued by a shareholder, that shareholder will claim that the board failed to exercise:
Correct
Incorrect!
Correct
Incorrect!
Correct When entering into any major negotiation, whether it be for an asset acquisition or a major contract, a corporate board would be well advised to do its homework and consider all the ramifications of the transaction. Such research is referred to in the legal trade as 'due diligence'. Boards that fail to exercise any due diligence are bound to violate their duty of care and be subject to legal repercussions if their decisions fail to turn out as anticipated.
Incorrect! When entering into any major negotiation, whether it be for an asset acquisition or a major contract, a corporate board would be well advised to do its homework and consider all the ramifications of the transaction. Such research is referred to in the legal trade as 'due diligence'. Boards that fail to exercise any due diligence are bound to violate their duty of care and be subject to legal repercussions if their decisions fail to turn out as anticipated.
Correct
Incorrect!
Question 4
Hilary, Lisa, and Joy are directors of NewInc Co. For the past fifteen years, NewInc. Co. has done well in the business of producing kitchen goods. On a whim, and without doing any research or having any knowledge in the area, the board decides to enter into the production of portable DVD players. After trying to start the DVD business and spending millions of dollars to that end, the company fails. If the board is later sued by shareholders for the loss, they will likely be viewed by the courts as having:
Correct
Incorrect!
Correct
Incorrect!
Correct
Incorrect!
Correct The Business Judgment Rule (BJR) allows corporate directors a great deal of latitude in exercising their judgment for managing the company. However, the protection afforded by the rule is not without limit. If a board acts on behalf of a company without due diligence and sufficient knowledge as to how its actions may effect the firm, a board has likely acted in a manner that the courts will not protect given that they have exceeded the reasonable expectations of the BJR.
Incorrect! The Business Judgment Rule (BJR) allows corporate directors a great deal of latitude in exercising their judgment for managing the company. However, the protection afforded by the rule is not without limit. If a board acts on behalf of a company without due diligence and sufficient knowledge as to how its actions may effect the firm, a board has likely acted in a manner that the courts will not protect given that they have exceeded the reasonable expectations of the BJR.