Under the MBCA, when may a court order indemnification of a director?
QUESTION
Under MBCA 2.02(b)(4), what director liabilities may not be eliminated by a provision in the articles?
QUESTION
Under MBCA 6.40, when is a distribution to shareholders prohibited?
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ANSWER
When afterward it could not pay debts as they come due, or its assets would be less than liabilities plus preferences. These are the equity insolvency and balance sheet tests.