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The board of directors of ABC Corp. decides not to declare dividends, even though the company had a very profitable year, instead deciding to reinvest

The board of directors of ABC Corp. decides not to declare dividends, even though the company had a very profitable year, instead deciding to reinvest the money in the business. Al and Mark, shareholders of ABC, disagree with this decision and sue the board of directors.

a.

The board of directors will not be liable since they are not the ones who decide whether dividends should be declared

b.

Assuming the board of directors made a well informed decision, they will be protected by the business judgment rule.

c.

The board of directors will be liable under appraisal rights.

d.

Since the company was profitable, the board of directors had an obligation to pass these profits onto the shareholders.

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