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Ivanka and Jared are starting a new LLC for the family licensing business, and they want to add the following provision to the LLC Agreement: “Notwithstanding anything in this Agreement to the contrary, no Member or Manager shall owe any fiduciary duties to the Company or any Members.” Is the provision valid?

The shareholders of Poodleclub prevails on the merits in a lawsuit against Ginger, a director of PoodleClub, in a breach of fiduciary duty claim brought on behalf of PoodleClub for the sale of Ginger’s Salvador Dali collection to PoodleClub for more than fair market value.  Ginger incurs $300,000 in legal fees defending the case and is ordered by the court to pay PoodleClub $500,000, because that is the amount the court determined PoodleClub overpaid for the collection.  Assume PoodleClub is incorporated in Delaware.  Assume Ginger and PoodleClub are not parties to an indemnification agreement.  Is PoodleClub required to indemnify Ginger?

Which of the following is a difference between a corporation and a limited liability company (LLC)?

A+ Plumbing defaults on a $20,000 equipment loan it took shortly after Remy’s investment.  Which of the following statements is true with respect to the loan?

What does the phrase “the legal effect of interpretive authority” mean? (5 points)  

For each of the options below, determine whether the suit would be a direct suit by a shareholder: The Certificate of Incorporation of BLUE DEVIL Corp. requires the corporation to pay Class A shareholders twice the dividend of Class B shareholders. This year, however, BLUE DEVIL Corp. paid the same amount of dividends to shareholders of both classes. Anderson, a Class A shareholder, sues. Birkenstock is a director of BLUE DEVIL Corp. He is also the sole shareholder of LONGHORN Co. BLUE DEVIL agrees to buy LONGHORN for $5 million. Croc is a shareholder of BLUE DEVIL and thinks BLUE DEVIL is overpaying for LONGHORN. She sues Birkenstock and the other board members of BLUE DEVIL for breach of fiduciary duties.  The board of directors of BLUE DEVIL Corp. entered into a merger transaction with Hatters Corp. . Under the terms of the merger agreement, BLUE DEVIL Corp. merged into Hatters Corp. and the shareholders of BLUE DEVIL were cashed out at $55 per share. After the merger had been completed, Tuba, a shareholder of BLUE DEVIL, was unhappy with the transaction, believing that the company was worth substantially more than $55 per share. As a result, she sues the board for breach of its fiduciary duty. Ranum, the CEO of Matrix Development Inc. (MDI), purchased a parcel of property adjoining a shopping center owned by MDI. Porch, a shareholder of MDI, is unhappy with the transaction and sues Ranum for breach of fiduciary duty. Chumba Inc. is fined $100 million by the EPA for dumping hazardous waste. Ralston, a Chumba stockholder, sues the Chumba board for failure to provide adequate oversight.

Essential Elements for All Storyboards are: Composition, Perspective, Camera, and Communicate a figure’s action.

Elizabeth is the Chief Executive Officer of Theranos, Inc., a closely held Delaware Corporation with total assets in the amount of $20 Billion. She is also chairman of the board of directors.  In January 2017, she approves the sale of blood testing equipment belonging to the corporation to David for a price of $1,000,000.  She did not seek board approval Elizabeth assumed the equipment was worth $500,000, but never made any effort to verify this assumption. In fact, the true value of the equipment was $10,000,000—a fact that any lab technician could have told the corporation and that Elizabeth could have learned from any catalog of medical equipment. The certificate of incorporation of Theranos, Inc. contains an exculpation clause that complies with 102(b)(7).  Which, if any, of the following statements is correct? Apply the DGCL to this question.

Despite the integration of automated laboratory equipment and the advances in microbial genetics in clinical and research settings, _________is almost always the first step in the identification of a bacterial organism.

The source of all genetic variation is ___________, which is define as a random change in the nucleotide sequence of an organism’s DNA.