Directors and Officers

Question 1

Main duty of directors

Answer 1

duty to manage the corporation

Question 2

Business judgement rule

Answer 2

Directors are protected from liability by the business judgement rule

Creates a presumption that they manage in good faith and in the best interests of the corporation and its shareholders

Question 3

Fiduciary duties of directors

Answer 3

Duty of care (prudence of a reasonable person w/ regard to their own business)
Duty of loyalty (no unfair benefit to the director at the expense of the corp unless disclosure and independent ratification)

Question 4

Voting process for directors

Answer 4

Cannot vote by proxy

Quorum required (majority of all uninterested directors)

To pass a resolution - majority vote of directors present