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Question 1
Junior is a director of MA Manfr. Co. Which of the following is not an automatic right of Junior as a director?
Correct
Incorrect!
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Correct While companies will typically pay their directors some form of nominal compensation the law does not require such compensation. Given the directors' fiduciary duty of care, inspection of the books is something that directors are required to do.
Incorrect! While companies will typically pay their directors some form of nominal compensation the law does not require such compensation. Given the directors' fiduciary duty of care, inspection of the books is something that directors are required to do.
Correct
Incorrect!
Question 2
James and Dolly are directors of Madison Properties, Inc. Voting by James and Dolly at corporate directors' meetings:
Correct In the case of director voting, a director is responsible to either be at the meeting to vote or, in some states, may vote by phone call while dialed into the meeting. Proxy voting is generally not allowed for director votes. In order for the action of a board to be valid, state laws virtually always require that a quorum of the directors be present.
Incorrect! In the case of director voting, a director is responsible to either be at the meeting to vote or, in some states, may vote by phone call while dialed into the meeting. Proxy voting is generally not allowed for director votes. In order for the action of a board to be valid, state laws virtually always require that a quorum of the directors be present.
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Incorrect!
Correct
Incorrect!
Correct
Incorrect!
Question 3
William is a director of Harrison Lumber, Inc. Under the standard of due care owed by directors of a corporation, William must:
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Incorrect!
Correct
Incorrect!
Correct The duty of care requires that a corporate director, as a fiduciary of the company, carry out his responsibilities in an informed, businesslike manner. Thus, he is required to do that diligence to understand the corporation's current status and help guide its future. Corporate directors are not infallible, thus, the courts do not hold them to having 'perfect judgment' as answer A suggests (that is where the business judgment rule comes in.) The courts also allow directors to miss some meetings, so long as their missing meetings does not equate to misfeasance.
Incorrect! The duty of care requires that a corporate director, as a fiduciary of the company, carry out his responsibilities in an informed, businesslike manner. Thus, he is required to do that diligence to understand the corporation's current status and help guide its future. Corporate directors are not infallible, thus, the courts do not hold them to having 'perfect judgment' as answer A suggests (that is where the business judgment rule comes in.) The courts also allow directors to miss some meetings, so long as their missing meetings does not equate to misfeasance.
Correct
Incorrect!
Question 4
The standard that a director must adhere to when carrying out her work as the director of a company in order to meet her Duty of Care is equivalent to that which would be carried out by:
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Incorrect!
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Correct The standard of care that is required of a director under the Duty of Care is that of an ordinarily prudent person acting under similar circumstances. In other words, the general standard of the Duty of Care is such that it does not require an individual director to have any specific set of skills in order to carry out her job. However, if that director does have specific skills and the situation calls upon those talents, the director should exercise those skills to the full extent of her ability.
Incorrect! The standard of care that is required of a director under the Duty of Care is that of an ordinarily prudent person acting under similar circumstances. In other words, the general standard of the Duty of Care is such that it does not require an individual director to have any specific set of skills in order to carry out her job. However, if that director does have specific skills and the situation calls upon those talents, the director should exercise those skills to the full extent of her ability.
Question 5
Tommy is a lawyer extremely skilled in the area of antitrust work and litigation. He is also a director of ComuniCo. Recently, Tommy has been very busy at work and has not been able to make any of the company's board meetings. In his absence, the company engaged in a transaction that subsequently got them in trouble with the FCC over an antitrust violation. The action with the FCC cost a great deal of money and resulted both in the unwinding of the transaction and a shareholder suit against the company. If the shareholder chose to sue Tommy in particular for his actions, a court may find Tommy guilty of:
Correct
Incorrect!
Correct The Duty of Care is a very general standard that does not require a great deal of corporate directors in most cases. However, when a company gets itself into a situation that requires the expertise of a director, and that director is consistently not there to render his judgment, then that director has failed the company, and has failed his Duty of Care. In a case where the situation is something such as above, a complete failure to show up to meetings, as opposed to a fraudulent act, the courts will likely term it a case of nonfeasance.
Incorrect! The Duty of Care is a very general standard that does not require a great deal of corporate directors in most cases. However, when a company gets itself into a situation that requires the expertise of a director, and that director is consistently not there to render his judgment, then that director has failed the company, and has failed his Duty of Care. In a case where the situation is something such as above, a complete failure to show up to meetings, as opposed to a fraudulent act, the courts will likely term it a case of nonfeasance.