Fiduciary Duties

Question 1

Standard for duty of care action

Answer 1

whether directors/officers made informed/reasonable decisions

Question 2

Duty of loyalty requires that individuals acting on behalf of company put __

Answer 2

best interests of company/SHs ahead of personal interests

Question 3

If you successfully show loyalty breach you can ask for ___ OR ___

Answer 3

appraisal, if inadequate rescissory damages

Question 4

examples of loyalty violations

Answer 4

• exec compensation
• trading on inside info
• corp opportunity
• divert corporate assets

Question 5

The duty of candor requires that the one possessing superior knowledge may not ___

Answer 5

mislead by use of corp info to which latter is not privy

Question 6

Corporate law allows self-dealing when __

Answer 6

• fully disclosed
• approved by majority disinterested directors or SHs
• OR otherwise entirely fair

Question 7

Entire fairness applies if controlling SH __

Answer 7

receives benefit to detriment of minority SHs