APPENDIX H FOR UNIT EIGHT 543
CHAPTER 40—INSIGHT INTO ETHICS:
IS THE BUSINESS JUDGMENT RULE OVERLY PROTECTIVE?
B4. Far Afield Inc. announces its intent to acquire Eversmall Company. Despite this
announcement, Eversmall’s directors do not prepare for a buyout—they do not
determine a price or seek out other buyers, and negotiate with Far Afield for only a
short time. Former Eversmall shareholders allege that the directors breached their
fiduciary duties. The directors’ best defense is
a. the right to indemnification
b. the business judgment rule.
c. the shareholders’ preemptive rights.
d. the limited liability of the corporation.
CHAPTER 42—SHIFTING LEGAL PRIORITIES FOR BUSINESS:
SEC DISCLOSURES AND CLIMATE CHANGE
B5. Ray-On Corporation makes inexpensive, highly efficient, solar energy cells. A
anticipates a change in the demand for its products as a consequence of climate
change. According to the Securities and Exchange Commission, Ray-On should
a. disclose this information.
b. keep this information confidential.
c. reveal this information to insiders only if asked.
d. release this information to current shareholders only.