Western Washington University Western Washington University

Seminar in Management:
Corporate Governance
Spring 2011

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Discussion Questions for Board Roles and Duties:


1) How democratic is the current scheme of corporate governance. Is this good or bad?

2) What potential conflicts exist between desires of shareholders and fiduciary duties of directors? Provide examples.

3) Where is the line between appropriate board oversight and meddling in management's affairs? How is this line determined?

4) Given the broad and somewhat vague nature of the fiduciary duties of care and loyalty, how does one judge the behavior of directors?

5) Is the business judgment rule unfair to shareholders? If so, in what way is it unfair?

6) Are the standards as to what constitutes a conflict of interest different for large public and small privately owned companies? If so, in what way?

7) With respect to the Disney case, it was suggested the failure to act in good faith--thereby violating the duty of loyalty--was at issue. Is this the right standard to be applied in this case?

8) How do directors know when it s the right time to maximize value by selling the company? What avenues of inquiry would be prudent on the part of the board?


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