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6 Cards in this Set

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  • Back
What are the ways which interested director transaction can still be valid?
1) Material facts known to the board and the board in good faith authorizes the transactions by a vote of the majority of the DISINTERESTED directors, even though the disinterested directors are less than a quorum

2) Material facts are disclosed to the shareholders who then vote to approve the transaction in good faith

3) The transaction is fair to the corporation at the time it is authorized or ratified by the board or the shareholders.
What kind of damages can the corp recover for an interested director transaction?
Damages equal to the director's profit.
What is the Corporate Opportunity Doctrine?
D/O may not usurp a business opportunity in which corp may reasonable be interested without first giving the corp an opportunity to act.
What damages can Corp recover for usurption of a corp opportunity?
D/O will be liable to the corp for any profits made. He may be compelled to convey any property he purchased to the corp at the same price he paid.
When must a corp indemnify a D/O for reasonable expenses in a proceeding against her in her corporate capacity?
D/O must be "wholly successful" in the proceeding.

If D/O is foudn liable, settles, found guilt, or please nolo contendere she may be compeletely indemnified if she acted in good faith and reasonably believed that her conduct was in the corp's best interests. And in the case of criminal proceeding, had no reasonable cuase to believe conduct was unlawful.
What costs may a corp indemnify to a corp in a derivative action if the D/O is found to have improperly received a personal benefit or if liabilty imposed?
Only reasonable expenses.