TASK DEFINITION: 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.
PROBLEM: 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

SOLUTION: 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

PROBLEM: found it "difficult to maintain on a priori grounds that sex is physically dangerous" to every potential victim under the statute. Id. at 299. The First Circuit examined a similar statute-punishing a person over the age of 18 who engages in sexual intercourse with a person between 14 and 16-in United States v. Sacko, 178 F.3d 1 (1st Cir.1999). The court determined that statutory rape crimes fall within the exception to the categorical approach because they "cover[ ] conduct both inside and outside the 'violent felony' sphere." Id. at 4-5. We agree with the First and the Seventh Circuits that statutory rape statutes that include more mature victims and do not contain aggravating factors are not subject to the strict categorical approach articulated in Taylor. See Seaton, 45 F.3d at 111 (<HOLDING>). Thus, this case should be remanded for the
Holding statements: (A) holding the crime of conspiracy is committed or not before the substantive crime begins (B) holding that a court must only look to the statutory definition not the underlying circumstances of the crime to determine whether a given offense is by its nature a crime of violence for purposes of 18 usc 16 (C) holding that if a crime is broadly defined the court can look beyond the elements of the crime (D) holding that once the statute is found to be divisible the court must look to the charging papers and judgment of conviction to determine if the actual crime of which defendant was convicted was a crime of violence but emphasizing that the court is not to examine the particular facts underlying the conviction (E) holding that conviction of a crime requires proof beyond a reasonable doubt of every fact necessary to constitute the crime

SOLUTION: holding the crime of conspiracy is committed or not before the substantive crime begins

PROBLEM: the absence of meaningful choice on the part of one of the parties together with contract terms which are unreasonably favorable to the other party." Sonic-Calabasas A, Inc. v. Moreno, 57 Cal.4th 1109, 1145, 163 Cal.Rptr.3d 269, 311 P.3d 184 (2013) (quotations and citations omitted). As the party opposing arbitration, Gillette "bears the burden of proving any defense, such as unconscionability." Pinnacle Museum Tower Ass'n v. Pinnacle Mkt. Dev. (US), LLC, 55 Cal.4th 223, 236, 145 Cal.Rptr.3d 514, 282 P.3d 1217 (2012). Unconscionability requires a showing of both procedural and substantive unconscionability, "balanced on a sliding scale." Tompkins, 2014 WL 2903752, at *13 (citation omitted); see also Gentry v. Superior Court, 42 Cal.4th 443, 469, 64 Cal.Rptr.3d 773, 165 P.3d 556 (2007) (<HOLDING>), abrogated on different grounds by Iskanian v.
Holding statements: (A) recognizing that california supreme court is currently considering the appropriate standard for determining whether a contract or contract term is substantively unconscionable (B) holding that the more substantively oppressive the contract term the less evidence of procedural unconscionability is required to come to the conclusion that the term is unenforceable and vice versa (C) holding that when a term is not defined in a contract the presumption is that the term is to be given its ordinary meaning and significance (D) holding that a contract without a minimum quantity term is unenforceable for lack of consideration and mutuality (E) holding that procedural unconscionability is properly evaluated at the time a contract is negotiated

SOLUTION:
recognizing that california supreme court is currently considering the appropriate standard for determining whether a contract or contract term is substantively unconscionable