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Question
In H. Carl McCall, Trustee of the New York Common Retirement Fund, et al., Derivatively on Behalf of Columbia/HCA Healthcare Corporation v. Scott, suit was brought claiming a breach of their fiduciary duties by the board with regard to alleged fraudulent billing practices. The board defended by citing the corporate charter which limits the liability of directors for breach of duty claims as long as they did not act in bad faith. The court determined that:A.an inclusion in the charter limiting liability for fiduciary duties owed is void as it is against public policy.
B.the board lacked the necessary experience to understand the nature of the practices but did not act in bad faith so the charter inclusion would act to shield the board from liability.
C.the board ignored direct and indirect signs pointing to the fact that fraudulent practices were occurring and their failure to investigate breached their duty of care.
D.the shareholders suit was improper as a derivative action and needed to be filed as a direct action.
Answer
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Related questions
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B.Mobil was able to get out of the contract for the $156 million lease because the new law passed at the last minute changed the terms of the contract, barring certain types of oil exploration, frustrating Mobil's contractual purpose.
C.Mobil could not claim an anticipatory repudiation because even though as new law had been passed, they had not yet filed their oil excavation plan so they could not know whether they were facing a problem.
D.Mobil could not claim an anticipatory repudiation because even though as new law had been passed, it did not substantially change the terms of the original contract.
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A.accord and satisfaction.
B.novation.
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