The correct answer is: A. The board of directors.
The doctrine of indoor management is a legal doctrine that protects the board of directors of a corporation from liability for the actions of the corporation’s officers and employees. The doctrine holds that the board of directors is responsible for the management of the corporation, and that the officers and employees are agents of the board. As such, the board is not liable for the actions of the officers and employees unless the board itself authorized or ratified the actions.
The doctrine of indoor management
is based on the idea that the board of directors is the ultimate authority in a corporation, and that the officers and employees are responsible to the board. The doctrine is designed to protect the board from liability for the actions of the officers and employees, and to allow the board to focus on the management of the corporation.The doctrine of indoor management has been criticized by some scholars, who argue that it allows the board of directors to avoid liability for their own negligence. However, the doctrine remains a valid legal doctrine, and it is likely to continue to be used to protect the board of directors from liability for the actions of the officers and employees.
The other options are incorrect because they are not the parties that are protected by the doctrine of indoor management. The shareholders are not protected by the doctrine because they are not the ultimate authority in a corporation. The managing directors are not protected by the doctrine because they are agents of the board of directors. The outsiders are not protected by the doctrine because they are not parties to the relationship between the board of directors and the officers and employees.