BUSINESS ORGANIZATION: CORPORATION

FACTS: VILLAGE, INC is a corporation engaged in business of providing online fashion advice and consulting services to male law students and young lawyers. The firm had its initial IPO two years ago., and after a meteoric rise, the stock has fallen steadily since then. Gian Morrison, the village CEO, owns 25 % of a single class of stock. The balance of the stock is widely held. Morrison block has allowed him to control the outcome of the board elections. The bylaws specify that the number of directors shall be fixed to 9 and divided into 3 equal classes, each of whose term shall expire in successive years. The word on the street, however, is that the nosedive of the stock has sparked the interest of others in gaining control. Under these circumstances, the board recommends, and the shareholders approve, an amendment of the village charter to provide that the power to amend the bylaws shall be vested exclusively in t h directors and cumulative voting. Six months later, a well-known takeover artist, "Quen Vicious minow", purchases 51 % percent of the outstanding village, Inc. stock from numerous holders and consults you to devise some method of immediately assuming and exercising actual control over company policy. Minow was told that she was powerless for three full years. What advice would you give her under A. Delaware Law b. under the Illinois Act, assuming provisions similar to Delaware with one exception, which read as follows: " The power to make, alter, amend, repeal the bylaws of the corporation shall be vested in the board of directors unless reserved to the shareholders by the article of incorporation."

QUESTIONS:

1.)Asses Ms. Minow's ability to use the following possible actions to advance her plan:

1. Amending the certificate of incorporations
2. Amending the by-laws
3. Increasing the size of the board
4. Removing one or more directors
5. Dissolving the company and distributing assets. Consider DGCL section 109, 141 K, 223a 242 b1, 275

2. )Are there other facts you must know before giving your opinion?

3. )Suppose that, instead of amending the bylaws, Morrison had managed to insert all of the above changes in the certificate of incorporation. How could he?