Delta Corporation's board of directors is considering a resolution that may cause severe liability to the directors.Wayne,a board member,disagrees with the decision.Unless he clearly registers his dissent,he may be liable.

Question

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A director who assents (by attending a board meeting and not registering his dissent)to an action of the board of directors may be held liable for the board's exceeding its authority or its failing to meet its duty of due care or loyalty.

Delta Corporation's Board of Directors Is Considering a Resolution That