Discussion Questions

“Director Duties.”

• Pretend your friend has come to you for advice about a legal problem that she is having.  She said that she is a member of the Board of Directors of a investment corporation, and that the corporation is in the process of going bankrupt after making some investments that did not pan out.  She is now being sued by the shareholders.  Discuss whether she would be held liable under these circumstances.  Be sure to discuss the duty of care that is required of directors and the business judgment rule.

“Fiduciary Duties.”

• You are a judge.  The following case has come before you.  The shareholders of a corporation have sued the Jim, CEO and chairman of the board of directors.  It is alleged that the Board of Directors approved of the sale of the property to Jim for a cost of 1 million dollars.  Jim developed the property and was able to extract oil reserves from the property and as a result of the transaction recovered a profit of over 10 million dollars.  When the shareholders found out about the transaction, it sued to have the transaction voided, or in the alternative, it sued the Board of the Directors for damages.  Discuss how you would rule and what facts would influence your decision.

“Protests”

• Imagine that you are a small-business owner. You are having a tough time with the bidding process; however, you believe you are close to securing your goal. You are always thinking one step ahead, so you are planning to protest any rejections. How would you approach the process and to whom would you direct the protest? Be sure to use an example or scenario, and the related details and specifics to support your response.