Exam 20: Directors, Officers, and Controlling Shareholders.

In CASE 20.5 Third Point LLC v.Ruprecht (2014),the Delaware Court of Chancery considered whether the __________ had breached its __________ duty when it adopted a(n)__________ stock rights plan in response to an activist hedge-fund's increased holdings in the company's stock.

The duty of __________ requires officers to exercise reasonable supervision over the business affairs of the corporation.

In CASE 20.3 In re Citigroup Inc.Shareholder Derivative Litigation(2009),the Delaware Chancery Court__________ the shareholders' claims,holding that the allegations in the __________ were __________ to show that a demand on the __________ would have been futile.

A person must own a majority of shares in a corporation in order to be considered a controlling shareholder.

A contractual provision insisted upon by a bidder limiting the ability of board members to negotiate with other bidders is referred to as a(n)__________ clause.

The Dodd-Frank Wall Street Reform and Consumer Protection Act outlaws corporate executives from holding stock in companies for which they work.

In CASE 20.2 In Re Rural Metro Corporation Shareholders Litigation(2014),the Delaware Chancery court considered whether an investment banker could be held liable as an aider and abettor of a breach of fiduciary duty by the board of directors.

In evaluating a buyout proposal,the directors should consider material nonprice provisions of the proposed agreement.

The business judgment rule is applicable only if the directors make an informed decision.

A(n)__________ gives the person to whom it is granted the right to buy a certain number of shares at a fixed price for a fixed number of years during a period known as the __________ period which is not usually for more than __________.

To comply with their duty of loyalty,directors and managers must subordinate their own interests to those of the corporation.

In 2013,the SEC proposed an amendment to the Dodd-Frank Act,which requires disclosure of the pay ratio of the median of the annual total compensation of all employees to the annual total compensation of the CEO.

Which of the following is NOT a prime consideration in determining whether a fiduciary has taken an opportunity that belongs to a corporation?

Breakup fees are liquidated damages for a terminated proxy fight.

Which of the following is true regarding hostile takeovers in the European Union?

The __________ standard of review comes into place when a(n)__________ implements a defensive measure that touches on issues of shareholder __________.

The Smith v.Van Gorkam decision underscores which of the following regarding statements of officers or directors?

The Omnicare,Inc.v.NCS Healthcare,Inc.casediscussed in the text,involved a question of whether directors of an insolvent publicly traded company violated their fiduciary duty when they entered into an agreement for the sale of the company to a particular interested buyer regardless of other offers.The court ruled that:

What are the seven key factors that directors should consider in deciding whether to sell a company?

A shareholder derivative suit is a lawsuit by: