In this task, you will be shown a prompt from a judicial decision and multiple holding statements derived from citations following text in a legal decision.  Holdings represent the governing legal rule when the law is applied to a particular set of facts. There are five answer choices for each citing text. The correct answer is the holding statement that corresponds to the citing text. You should write an incorrect option. Even though there exist multiple wrong answers, we only need a single wrong answer. There is a <HOLDING> token in the position of the citing text prompt where the holding statement was extracted.

[Q]: removed. Section 141(b) does not contemplate that a director’s term could end through board shrinkage. A bylaw that seeks to achieve this result conflicts with Section 141(b) and is void. This interpretation of Section 141(b) comports with how our law has developed. Under the common law, “the voluntary assumption of management responsibility by the directors carried with it a concomitant vested right to serve out the full term for which they were elected unless there was cause for removal....” Drexler, supra, § 13.01, at 13-2; see Roven v. Cotter, 547 A.2d 603, 608 (Del.Ch.1988) (“At common law a director had a vested right in his position arising from his duties and responsibilities to the corporation.”); see also Campbell v. Loew’s, Inc., 134 A.2d 852, 857 (Del.Ch.1957) (Seitz, C.) (<HOLDING>). “Prior to 1967, the [DGCL] was silent as to 
 Holding statements: (A) holding that a direct action could not be maintained because the declaration does not allege the violation of any right personal to plaintiff but only violation of rights common to all the stockholders (B) recognizing common law authority of stockholders to remove a director for cause (C) recognizing common law privileges (D) recognizing the presidents authority to remove sec members for good cause despite governing statutes silence (E) recognizing common law cause of action as thirdparty beneficiary
[A]: holding that a direct action could not be maintained because the declaration does not allege the violation of any right personal to plaintiff but only violation of rights common to all the stockholders


[Q]: a “responsible person” under § 6672 in these circumstances. B. Willfulness 1. Standard of Review As with the previous issue, the government asserts that the determination of willfulness under § 6672 is a question of law subject to de novo review, while Bradshaw argues that it is a question of fact on which the district judge’s ruling can not be overturned unless it is clearly erroneous. Some circuits have held that the ultimate issue of willfulness is subject to de novo review. United States v. McCombs, 30 F.3d at 320 (noting, however, that this is a difficult question that, in similar contexts, has divided the courts for over a century); Thibodeau v. United States, 828 F.2d at 1505-07. Our prior decisions have, however, treated this as an issue of fact. See Taylor, 69 F.3d at 417-18 (<HOLDING>); Denbo, 988 F.2d at 1033 (reviewing jury 
 Holding statements: (A) holding that we review for clear error the bankruptcy courts factual findings (B) holding that the district court sitting in review of the decision of the bankruptcy court erred in concluding that plaintiffs failure to pay over taxes was willful because the bankruptcy court had made no findings on willfulness we remanded for bankruptcy court findings (C) holding that 28 usc  1961a applies to bankruptcy court judgments because a bankruptcy court is a unit of the district court (D) holding that bankruptcy court may issue proposed findings and conclusions in a core proceeding over which the bankruptcy court does not have constitutional authority (E) holding that the bankruptcy court has the inherent power to award sanctions for badfaith conduct in a bankruptcy court proceeding
[A]: holding that we review for clear error the bankruptcy courts factual findings


[Q]: 335, 112 S.Ct. at 1355; see United States v. Flanagan, 868 F.2d 1544, 1546 (11th Cir.1989) (per curiam) ("[T]he granting of credit for time served is in the first instance an administrative, not a judicial, function.”). In view of Wilson and our circuit precedent, it is troubling that the dissent advances the position that district courts can override the BOP's determination regarding sentence credits. “In Wilson, the Supreme Court held that the district court has no authority to grant a defendant credit for any time served in detention before sentencing, but rather the Attorney General has the sole authority to grant credit for time already served." United States v. Daggao, 28 F.3d 985, 987 (9th Cir.1994) (emphasis added), cert. denied, - U.S. -, 115 S.Ct. 1390, 131 L.Ed.2d 242 (1995) (<HOLDING>). 10 . A subsequent BOP program statement, 
 Holding statements: (A) holding that where mandatory life sentence enhancement was the tail which wags the dog of defendants firearm conviction which raised constitutional due process issues the district court had authority to consider a downward departure under section 5k20 of the guidelines (B) holding that where a defendant malees a showing that the act of consenting to deportation carries unusual assistance to the administration of justice district court has authority under ussg  5k20 to depart downward in absence of the governments consent (C) holding that the district court could not circumvent attorney generals determination that inhome presentence detention of defendant pursuant to release on bond is not applicable for sentence credit by according a downward departure under ussg  5k20 based on this detention (D) holding that district court had authority to grant section 5k20 downward departure despite governments opposition (E) holding that after granting the governments motion for downward departure pursuant to both  3553e and  5k11 the district court did not err when it determined that the starting point for departing downward was the higher statutorily required minimum sentence and not the lower otherwise applicable guideline range
[A]:
holding that where mandatory life sentence enhancement was the tail which wags the dog of defendants firearm conviction which raised constitutional due process issues the district court had authority to consider a downward departure under section 5k20 of the guidelines