Commercial Law, 2011 Bar — Question 76

MULTIPLE CHOICE

unanimously passed a Resolution approving the taking of steps that in reality amounted to willful tax evasion. On discovering this, the government filed tax evasion charges against all the company’s members of the board of directors. The directors invoked the defense that they have no personal liability, being mere directors of a fictional being. Are they correct? A) No, since as a rule only natural persons like the members of the board of directors can commit corporate crimes. B) Yes, since it is the corporation that did not pay the tax and it has a personality distinct from its directors. C) Yes, since the directors officially and collectively performed acts that are imputable only to the corporation. D) No, since the law makes directors of the corporation solidarily liable for gross negligence and bad faith in the discharge of their duties.

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