Directors and Officers of Corporations

Question 1

Officers are appointed

Answer 1

by the directors of the corporation

Question 2

Directors are appointed

Answer 2

by the Shareholders of the corporation

Question 3

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

Answer 3

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

Question 4

Non conflict of interest transactions must include one of the following

Answer 4

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

Question 5

Officers and directors

Answer 5

owe a duty of fiduciary to the corporation

Question 6

Majority Shareholders

Answer 6

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

Question 7

A corporation may purchase insurance to

Answer 7

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