Exam 16: The Corporate Form: Operational Matters

Identify the source of and briefly discuss the present standard of care with respect to the duty of competence owed to a corporation.

The exercise of which of the following is required by a duty owed by directors or officers that compares them to a reasonably prudent person in comparable circumstances?

Which of the following statements is true regarding a corporation's liability in criminal law?

The senior vice president of marketing surprised everyone at the meeting with his decision to use the initials "HjW" on the labels of T-Shirt Corp.'s toddlers' T-shirt line.The likelihood of ensuing confusion with a competitor's products in that market was obvious to all present.If asked to assess responsibility for liability for wrongdoing in these circumstances,would a court apply the theory that holds a corporation directly at fault for the commission of this wrongful act?

What evidence would strongly support a judge's examination of facts and matters giving rise to a question of whether an individual is in breach of a fiduciary duty with respect to an alleged misappropriation of a corporate opportunity?

Identify five situations that might give rise to statutory liability for a director of a corporation.

Which of the following is a requirement of the CSA?

Why is it important that the Supreme Court of Canada has set law in place allowing creditors to pursue an action based on the obvious and more open-ended duty of care?

What area of law forms the primary basis for assessing a corporation's liability in contract?

A court is satisfied with plaintiff counsel's efforts to establish that,based on the facts of the matter,the defendant corporation is the agent of its shareholders.In presenting this argument,what legal feat was plaintiff's counsel attempting to accomplish on his client's behalf?

Identify and briefly explain the amendments to the Criminal Code regarding the level of fines that may be imposed on a corporation as a result of a positive finding of that corporation's criminal liability.

Three directors of a courier business who became aware of a business opportunity resigned and formed their own corporation in order to take advantage of the opportunity.The opportunity turned out to be very lucrative.Which of the following remedies is a court most likely to order in this situation?

Jeremy is an elected member of the board of directors of the same corporation where Johanna holds the position of chief financial officer.Their positions require each of them to uphold their fiduciary duties to act honestly and in good faith with regard to the best interests of the corporation.

Traditionally,courts have shown little reluctance to say that a director or officer is automatically liable for a tort he or she committed on company time.

What is the authority an individual must possess to trigger an organization's criminal liability?

Identify the elements that the court has recommended be examined in order to determine whether the appropriation of a corporate opportunity by a director or officer is a breach of fiduciary duty.

Which of the following is a distinguishing feature of self-dealing contracts?

The exercise of care,diligence,and skill in the performance of their duties is seldom enough to reduce the exposure to personal liability that corporate directors face.

Which of the following is NOT normally a source of personal liability for a director of a corporation?

What is the most important factor that contributes to a minority shareholder's ability to commence a derivative action?