Exam 20: Directors Officers And Controlling Shareholders

The provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act that gives shareholders of most public companies an advisory,nonbinding vote on company payment practices for top executives is called the "corporate opportunity doctrine."

The Delaware Corporation Code allows the certificate of incorporation to include a provision limiting or eliminating the personal liability of directors to the corporation or to its shareholders for monetary damages for breach of the duty of loyalty.

In a __________,someone wishing to replace the board with his or her own candidate attempts to acquire a sufficient number of shareholder votes to do so through limited written powers of attorney entitling the holder to vote the shares owned by the person giving the power of attorney.

In the context of executive compensation,__________ stock usually means stock subject to vesting restrictions.

What is greenmail? What is a standstill agreement? When,if ever,is the process of greenmail protected by the business judgment rule?

In CASE 20.3 In re Abbott Laboratories Derivative Shareholders Litigation (2003),the shareholder-plaintiffs alleged the corporate directors breached their duty of good faith through their failure to follow up on repeated notices of regulatory noncompliance.How did the court rule?