Question 1: Homer is a director and officer of Numero Uno, Inc. Homer makes a marketing decision that results in a dramatic decrease in profits for Numero Uno and its shareholders. The shareholders accuse Homer of breaching his fiduciary duty to the corporation.
1. What is Homer's best defense against this accusation?
2. In general, what was Homer required to do to escape liability?
3. What type of conduct would lead to liability?
Question 2: One the decrease in profits issue is resolved; a resolution comes before the Numero Uno Board to sell one of its real estate holdings -outside of the ordinary course of business-- to One-of-a-Kind Corporation. Homer also is a director and shareholder of One-of-a-Kind.
1. What is Homer's responsibility in this situation? Can a situation exist which this is OK?