Directors and Officers of Corporations Flashcards Preview

A Wiley Review Notes REG > Directors and Officers of Corporations > Flashcards

Flashcards in Directors and Officers of Corporations Deck (7)
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1
Q

Officers are appointed

A

by the directors of the corporation

2
Q

Directors are appointed

A

by the Shareholders of the corporation

3
Q

Under the Revised Model Business Corporation Act a corporation is authorized to indemnify it’s officers for

A

expenses, attorney fees, judgments, fines and amounts paid in settlement incurred by stockholders when the liability is a result of good faith, non-negligent actions on behalf of the corporation

4
Q

Non conflict of interest transactions must include one of the following

A

1) Fair and reasonable transaction for the corporation
2) shareholders were given relevant facts and approved it via majority vote
3) board of directors were given relevant facts and approved it via majority vote

5
Q

Officers and directors

A

owe a duty of fiduciary to the corporation

6
Q

Majority Shareholders

A

owe a fiduciary duty to Minority shareholders when they have de facto control

7
Q

A corporation may purchase insurance to

A

cover for the liability for lawsuits lost based on directors and officers actions

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