A person served as director of both Corporation A and Corporation B. This director was presentat a meeting of the board of directors of Corporation A when it approved a contract betweenCorporation A and Corporation B, and his presence and affirmative vote were necessary toestablish a quorum of the board and approve the contract. The contract was fair and reasonable toCorporation A at the time it was approved. Is the contract voidable by Corporation A?a) Yes, if the common directorship was not known to the board of Corporation A.b) Yes, because the director’s presence and affirmative vote were necessary toestablish a quorum of the board and approve the contract.c) No, because common directorship cannot be a valid ground to void any contractapproved by a board of directors.d) No, because the contract was otherwise fair and reasonable to Corporation A atthe time it was approved
Question
A person served as director of both Corporation A and Corporation B. This director was presentat a meeting of the board of directors of Corporation A when it approved a contract betweenCorporation A and Corporation B, and his presence and affirmative vote were necessary toestablish a quorum of the board and approve the contract. The contract was fair and reasonable toCorporation A at the time it was approved. Is the contract voidable by Corporation A?a) Yes, if the common directorship was not known to the board of Corporation A.b) Yes, because the director’s presence and affirmative vote were necessary toestablish a quorum of the board and approve the contract.c) No, because common directorship cannot be a valid ground to void any contractapproved by a board of directors.d) No, because the contract was otherwise fair and reasonable to Corporation A atthe time it was approved
Solution
The answer is d) No, because the contract was otherwise fair and reasonable to Corporation A at the time it was approved.
This is because the law generally allows directors to serve on multiple boards (common directorship) as long as there is no conflict of interest. In this case, the contract was fair and reasonable to Corporation A at the time it was approved, which suggests that the director did not abuse his position to the detriment of Corporation A. Therefore, the contract is not voidable by Corporation A on the grounds of the director's common directorship alone.
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