Corporate Law Multi- Part Question - Answer True or False

a.)"Interested" directors may vote at a meeting if their interest is known by the Board.

b.) SEC Rule 10b-5 applies to all securities.

c.) Directors are presumed to concur with the action of the Board unless their dissent is recorded in the Board minutes.

d.) Dissenting shareholders whose preemptive rights are adversely effected by an amendment to the certificate of incorporation are entitled to appraisal rights.

e.) Courts will not second guess the business judgment of corporate directors if exercised in good faith.