Officers and other employees

Question 1

Selection

Answer 1

Elected by the BD

Question 2

Authority

Answer 2

1. Actual—as defined by the corporate bylaws or BD
2. Implied—to perform those tasks necessary to carry out O’s duties by virtue of her status or position, so long as the matter is within the scope of ordinary business (i.e., not “extraordinary” transactions)
3. Apparent—if C holds O out has having the authority to bind C to third parties

Question 3

Duties

Answer 3

Same as D’s duties (see above); the CEO and CFO of a publicly traded C are subject to the Sarbanes-Oxley Act, and must certify the accuracy of C’s financial reports to the SEC

Question 4

Liability

Answer 4

An O is liable to a third party if O has acted in O’s personal capacity or has engaged in purposeful tortious behavior; (O is not liable merely for the performance of O’s duties to C)

Question 5

Indemnification/insurance

Answer 5

Same as Ds (see above)

Question 6

Removal

Answer 6

With or without cause at any time

Question 7

Other employees

Answer 7

An employee can act on behalf of C to the extent of the employee’s authority and is usually protected as an agent from liability for actions undertaken in accordance with that authority