.

1. Newco, Inc. was defectively organized. As a result it is neither a de facto corporation, nor a de jure corporation. One of Newcos truck drivers negligently ran over a pedestrian while delivering goods manufactured by Newco. The pedestrian wants to bring suit. Who is liable in this situation?

a. Newco only

b. The truck driver only

c. The truck driver and the officers of Newco only

d. The truck driver, Newco, and all purported shareholders of Newco.

1. Jack and Jill form a professional limited liability company for the purpose of operating a CPA practice. Jack has committed an act of professional malpractice. Jill was not involved in the conduct giving rise the malpractice. Which of the following are potentially liable for Jacks malpractice?

a. Jack only

b. Jack and Jill

c. Jack, Jill, and the corporation

d. Jack and the corporation

e. The corporation only since all shareholders enjoy limited liability.

1. Jack has recently been elected to the Board of Directors of Newco, Inc. In performing his duties as director, he seeks the minutes of an earlier board meeting where the then board met in an executive session in which they discussed sensitive employee matters. A majority of the current board has voted to deny Jack access to these sensitive minutes. Jack seeks your advice

a. For valid reasons, the board of directors may keep such sensitive matters from Jack, citing the fact that he was not a board member at the time of the executive session

b. Directors are duty bound to keep such sensitive matters private and confidential.

c. Fiduciary duties do not extend to the disclosure of personal employee information to newly elected board members.

d. In performing his duties as a board member, Jack is entitled to review all such matters.