Which of the following situations would allow a shareholder of a closely-held company, with permission of the court, to sue on behalf of the company?
a. If four of the five directors in the best interests of the company, voted against the fifth as director, voted to end the employment contract of the fifth and voted not to buy his shares.
b. If the company had been wronged (lost $30,000) by the negligent and fraudulent acts of one of its directors but the company refused to take any action against the wrongdoer.
c. If the shareholders refused to enter into a shareholder's agreement.
d. If the directors refused to declare a dividend.
e. If the directors solicited proxies from all of the shareholders.