Ethan Got Together with a Number of Friends Who All

question 22

Multiple Choice

Ethan got together with a number of friends who all sat on the board of directors of a corporation. They personally disliked Stephen, a minority shareholder with a bad attitude. A new proposal was being put to the board. While they knew that this was not a measure that was in the best interests of the corporation, they also knew it would seriously weaken Stephen's financial position. Accordingly, they voted in favour of it. Which of the following is true?

• A) The directors have breached their fiduciary duty to act in the best interests of the shareholders.
• B) The directors have breached their fiduciary duty to act in the best interests of the corporation.
• C) The directors have acted inappropriately, but because Stephen is a minority shareholder, their conduct is not actionable.
• D) The directors have discretion to act how they see fit, even if it is not generally viewed as professional.
• E) The directors have breached the Canadian Code of Professional Conduct.

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Definitions:

Ablative Surgery

Surgical procedure aimed at removing diseased tissue or body parts to prevent disease spread or alleviate symptoms.

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A type of surgery performed to restore the appearance or function of tissues or organs damaged by trauma, disease, or birth defects.

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A sleep disorder where breathing repeatedly stops and starts due to throat muscles intermittently relaxing and blocking the airway.

Noisy Respiration

Abnormal breathing sounds such as wheezing or rattling, indicating an obstruction or tightening in the airways.