Corps II - Indemnification, Books/Records

Question 1

Indemnification

Answer 1

1. Protects Officers and Directors
2. Claims Against Corp
3. actions in Official Capacity;
4. Corp Pays for Defense and Damages
5. Voluntary, no minimum or maximum;
6. corp must act Before Liability (strictly interpreted - too bad, too late)

POD-CACOC-DAD-VoMMBL

Question 2

D&O insurance

Answer 2

1. Fill in Gaps if Indemnification lacking;
2. Strict Adherence to Notice requirement;
3. Side A - Individual
4. Side B - Corp reimburse;
5. Side C - Corps Own Liability

FIGSANICROL (Fill In Gaps Strict Adherence Notice Individual Corp Reimburse Own Liability)

Question 3

Corporate books and records

Answer 3

1. Officers must keep up to date;
2. Officers respond to demands.

OKUDORD (Officers Keep Up Date Officers Respond Demands)

Question 4

Shareholder access to books and records

Answer 4

1. shareholders have Right to Access to Protect Investment
2. Proper purpose
   RAPIPP (Right Access Protect Investment Proper Purpose)

Question 5

Directors’ access to corporate books and records

Answer 5

1. Near absolute in Motive Irrelevant;
2. Directors’ Fiduciary duty Officer Supervision and Stay Informed

NAMI-FOSSI (Near Absolute Good Fiduciary Officer Supervision Stay Informed)