Bob owns 51 percent of the shares of Corp, a California corporation. Cate owns 30 percent. Others own the remaining shares.

Bob and Cate have entered into a shareholder agreement stating they would vote their shares together on all matters, and that, if they fail to agree, Dave will arbitrate their dispute and Daves decision will be binding. Bob and Cate also executed perpetual irrevocable proxies granting Dave the power to vote their shares in accordance with the terms of the shareholder agreement.

Bob and Cate have been able to elect the entire board of directors every year. The board currently consists of Bob, Cate, and Bobs wife, Wanda. Bob and Wanda decided, as directors, to sell substantially all of Corps assets to Bobs sister, Sally. Cate thinks the price is too low. Bob claims he no longer regards their shareholder agreement as binding.

At the shareholders meeting at which the matter is to be put to a vote, Bob announces he is voting his shares in favor of the sale. Dave says that since Bob and Cate disagree, he is voting his shares against the sale.

1) Is the shareholder agreement between Bob and Cate enforceable?

2) Are the perpetual proxies executed by Bob and Cate enforceable?

3) Would any sale of Corps assets to Sally be voidable?