If you have any questions about the exam or your performance on the exam, feel free to contact me to talk about it. Question 1 Sadie has been removed. If, as here, a director is elected by a voting group of shareholders, only the shareholders in that group get to vote on removal. MBCA § 8.08(b). Sadie is elected only by the Class A shareholders, so we can ignore the voting by the Class B shares. They’re not entitled to vote. The vote required to remove a director depends on whether or not cumulative voting is authorized. Unless otherwise provided in the articles, cumulative voting is not authorized. MBCA § 7.28(b). Since the questions indicates there is nothing relevant in the articles, then cumulative voting is not authorized. Where cumulative voting is not authorized, the director is removed if more votes are cast in favor of removal than are cast against removal. MBCA § 8.08(c). More Class A votes were cast in favor of removal than against (73-27). Therefore, Sadie has been removed. Question 2 The appears to have done a reasonable job informing itself about the value of the Gambler’s Den. They hired an expert appraiser, who produced a valuation study. They also solicited bids publicly and tried to get Clinton to increase her bid. They also evaluated the Trump contact, or at least relied on the attorney to do so. The biggest problem is that they never valued the hotel they are trading their property for, the Suave. To know whether the trade is a good deal, they have to know not only the value of their own hotel
If you have any questions about the exam or your performance on the exam, feel free to contact me to talk about it. Question 1 Sadie has been removed. If, as here, a director is elected by a voting group of shareholders, only the shareholders in that group get to vote on removal. MBCA § 8.08(b). Sadie is elected only by the Class A shareholders, so we can ignore the voting by the Class B shares. They’re not entitled to vote. The vote required to remove a director depends on whether or not cumulative voting is authorized. Unless otherwise provided in the articles, cumulative voting is not authorized. MBCA § 7.28(b). Since the questions indicates there is nothing relevant in the articles, then cumulative voting is not authorized. Where cumulative voting is not authorized, the director is removed if more votes are cast in favor of removal than are cast against removal. MBCA § 8.08(c). More Class A votes were cast in favor of removal than against (73-27). Therefore, Sadie has been removed. Question 2 The appears to have done a reasonable job informing itself about the value of the Gambler’s Den. They hired an expert appraiser, who produced a valuation study. They also solicited bids publicly and tried to get Clinton to increase her bid. They also evaluated the Trump contact, or at least relied on the attorney to do so. The biggest problem is that they never valued the hotel they are trading their property for, the Suave. To know whether the trade is a good deal, they have to know not only the value of their own hotel