Assume a jurisdiction that has adopted the Model Business Corporations Act as its corporations

statute. Super Concerts, Inc., is a publicly held corporation whose stock is traded on the New York Stock Exchange. The Super Concerts articles of incorporation provide only the minimum required information. The corporation is a concert promoter for all genres of music soloists and groups and other entertainers.

Joseph Jones is both the CEO and Chairman of the Board of Super Concerts, Inc. Tommy Trojan is a shareholder who owns 3% of the common shares of Super Concerts, Inc.

Tommy Trojan does not like how the current board and management run Super Concerts. He has complained about many of the decisions the board has made. The board, though, has ignored Tommy Trojan's complaints.

Tommy vows to take action the next time the board makes what Tommy considers to be a bad decision.

Question: Tommy Trojan is reconsidering whether he should file the shareholder derivative lawsuit. He has come to you for advice about other actions he can take as a shareholder, given his disagreements with many of the board's decisions.

Please address the following in response to Tommy Trojan's questions:

(a) What rights do shareholders have within a corporation?

(b) What role do shareholders play in corporate governance?

(c) What other actions can Tommy Trojan take as a shareholder because of his disagreements with many of the board's decisions.