Voting – Board Responses to Shareholder Initiatives – Preserving the Power of the Board Flashcards

1
Q

It is ________ for a defensive measure to a hostile takeover to have the effect of __________ the board of directors from discharging its fiduciary duties.

A

It is UNLAWFUL for a defensive measure to a hostile takeover to have the effect of PREVENTING the board of directors from discharging its fiduciary duties.

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2
Q

Is it unlawful for a defensive measure to a hostile takeover to have the effect of preventing the board of directors from discharging its fiduciary duties?

A

Yes. It is unlawful for a defensive measure to a hostile takeover to have the effect of preventing the board of directors from discharging its fiduciary duties. The directors of a corporation have a fiduciary duty to the corporation and the shareholders. The board’s fiduciary duty applies to its full extent in any contest for corporate control.

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