Podcast Episode 282: Listen and Learn — Duty of Loyalty (Corporations)

Welcome back to the Law School Toolbox podcast! In today’s episode, we’re talking about the duty of loyalty owed by directors and officers of a corporation, and the main types of conduct they are prohibited to engage in.

In this episode we discuss:

• A review of the rule for duty of loyalty
• The four types of prohibited conduct when the officer’s interest is placed before that of the corporation
• The situations in which a conflict of interest occurs
• Usurpation of a corporate opportunity
• Other topics that duty of loyalty is often tested with
• Analyzing three hypos from California bar exam essays involving duty of loyalty

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Resources:

• “Listen and Learn” series
• California Bar Examination – Essay Questions and Selected Answers, July 2015
• California Bar Examination – Essay Questions and Selected Answers, February 2009
• California Bar Examination – Essay Questions and Selected Answers, February 2002
• Examples & Explanations: Corporations, by Alan R. Palmiter
• Podcast Episode 280: Listen and Learn – Piercing the Corporate Veil
• Corporations 101 – A Quick Look at Upperclassmen Courses

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