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Dan Is a Director of a Corporation, and Without Disclosing

question 51

Essay

Dan is a director of a corporation, and without disclosing his conflict of interest, entered into a contract to supply the corporation with widgets. The contract was made in the name of his mother so that the corporation would not know that Dan was involved. Pat is a minority shareholder in the corporation, has found out about the conflict, and intends to bring a derivative action against Dan. Explain what a derivative action is. Why is a derivative action appropriate in the circumstances? What must Pat show in order to bring a derivative action? What remedy might a court award?

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Definitions:

Market System

An economic system where prices are determined by the interaction of supply and demand, guiding the allocation of resources and goods.

Inflation

A rise in the general level of prices in an economy; an increase in an economy’s price level.

Legal Tender

Any form of currency that by law must be accepted by creditors (lenders) for the settlement of a financial debt; a nation’s official currency is legal tender within its own borders.

Political Candidates

Individuals who run for office in governmental elections, seeking to hold a position within a government body.

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