When taking the bar exam, the MBE typically tests about Model Business Corporation Act.

Board of Directors

Typically a company's board of directors has say in over what a company can or cannot do. A company's board of directors has a duty of loyalty to the company and must steer clear of a "director's conflicting interest transaction" or a transaction in which the individual personally benefits from a transaction.

If a member of the board challenges whether or not a transaction was fair the company, members of the board can use the following arguments to prove/disprove their case:

Derivative Suits

A Derivative suit is brought by shareholders of a corporation to compensate the corporation itself for failure to breach a fiduciary duty. Any damages is usually paid back to the company except for special circumstances like a bankruptcy.