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CPCU 552 Test #2 (Ch. 7-8) Exam Questions and Answers 100% Solved $9.99   Add to cart

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CPCU 552 Test #2 (Ch. 7-8) Exam Questions and Answers 100% Solved

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CPCU 552 Test #2 (Ch. 7-8) Exam Questions and Answers 100% Solved Describe the major functions of a corporation's board of directors. - • establish corporate policy • make major business and financial decisions • appoint executive officers to manage daily operations Describe the 4 fiduc...

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  • September 17, 2024
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  • CPCU 552
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CPCU 552 Test #2 (Ch. 7-8) Exam

Questions and Answers 100% Solved


Describe the major functions of a corporation's board of directors. - ✔✔•

establish corporate policy

• make major business and financial decisions

• appoint executive officers to manage daily operations

Describe the 4 fiduciary duties of the directors and officers of a corporation.

- ✔✔• duty of care (with care that a person in a similar position would

reasonably believe appropriate under similar circumstances)

• duty of obedience (to the law - perform duties according to applicable

statutes and terms of corporate charter)

• duty of loyalty (best interest of corporation)

• duty of disclosure (must disclose material facts to all persons who have a

right to know them and wouldn't otherwise be able to obtain them)

Compare derivative and non derivative suits. - ✔✔• derivative - brought by

shareholders in name of the corporation; damages go to corporation

,• nonderivative - not made in name of corporation; may be initiated by

customers, competitors, employees, other people outside corporation

Describe a typical basis for class action lawsuits against directors and

officers of a corporation and provide an example of a common allegation. -

✔✔• wrongful acts related to securities

• corporation's public statements contained material misrepresentations or

omission

• alleged misrepresentation artificially inflated corporation's stock price

• insiders profitably sold their personal holding in stock while inflated

Discuss why corporations might settle claims against their directors and

officers even if they believe they have defenses to the claims. - ✔✔defense

costs and the amount of time required to prepare an adequate defense can

be devastating

Discuss how settlement of claims against a corporation's directors and

officers can present problems for indemnification of the directors and

officers. - ✔✔• indemnification under common law required successful

defense against suit

• when it is settled, it is terminated with no determination of wrongdoing

• not clear whether the directors and officers are entitled to indemnification

, Discuss the reasons that risk control should be a central part of the

management of directors and officers (D&O) loss exposures. - ✔✔• claims

against D&Os can create significant defense settlement costs

• D&O liability insurance cannot restore a corporation's reputation

• loss of reputation can damage customer relationships, hinder access to

capital markets, and make it difficult to attract highly qualified executives

What is covered by Coverage A of a D&O liability policy? - ✔✔• insures

individual directors and officers

• indemnifies corporation's D&Os for covered claims only when it is NOT

required by law, is NOT permitted by law, or is financially prohibited b/c

lacks of funds or bankruptcy

• limited to losses the corporation does not or cannot provide

indemnification to the D&Os

What is covered by Coverage B of a D&O liability policy? - ✔✔• insures

corporation for amounts it is lawfully permitted or required to pay to defend

or settle claims against D&Os

• if a director is held liable for a loss caused by a covered wrongful act and

the corporation is lawfully able to indemnify the director, the loss will be

paid under Coverage B

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