1. Why is it incorrect to characterize a director as either an agent or a trustee of a corporation?

2. What are the most common situations in which directors allegedly violate their duty of loyalty?

3. What actions must a director or officer take to avoid liability when a corporation enters into a contract or engages in a transaction in which an officer or director has a material interest?

4. What sort of legal protection is offered to directors and officers by the business judgment rule?

5. Are directors entitled to be indemnified for any legal costs they incur in defending suits against the corporation?

6. What are some of the more important powers that may be exercised by shareholders?

7. What are the limits on the shareholders right to inspect corporate records and books?

8. What are some of the ways in which a corporation or its shareholders can restrict the transferability of shares?

9. Can a shareholder institute an action to dissolve a corporation and liquidate its assets?

10. What are compensatory damages? What is the standard measure of compensatory damages?

11. Does an injured party have a duty to mitigate damages?

12. Discuss the two degrees parties discharge obligations by performance.