Case submission 15 Janelle Golino controls 65% of the voting shares of J-Go Web Solutions, Inc. Golino is also the chairman of the board and CEO of J-Go, and she controls the board of directors, all of which she elects by exercising the voting power of her shares. Her 16-year-old daughter is a nonvoting member of the board of directors, for which service she receives annual compensation of $45,000, half the fee paid to the voting directors. J-Go's voting directors have approved the fee paid to Golino's daughter. Golino has elected her daughter to the board of directors, because her daughter is extremely bright and experienced for someone of her age, having attended business meetings with her mother for the last three years and regularly discussed business decisions with her mother for the last five years. Thirty-five percent of J-Go's voting shares are owned by public investors, as are all the shares that have no right to vote in directors elections. When J-Go has a dispute with one of its creditors and fails to pay a debt, the creditor asks a court to pierce the veil of J-Go and hold Golino personally liable for the debt.

T/F 1. J-Go Web Solutions, Inc. is a for-profit, publicly traded corporation, which cannot elect Subchapter S status. 2. J-Go Web Solutions, Inc. is foreign to the state in which it is incorporated and domestic to all other states in which it does business. 3. The creditor who initiated the lawsuit against J-Go Solutions, Inc. will likely be successful in its attempt to pierce the corporate veil of J-Go Web Solutions, Inc., because Golino dominates the corporation and improperly elected her daughter to the board of directors. 4. Janelle Golino's control of 65% of the voting shares of J-Go Web Solutions, Inc., her role as chairman and CEO, and her control of the board of directors are matters governed by the 1933 and 1934 Securities Acts as well as the state incorporation law of the state in which it is incorporated. 5. As controlling shareholder of J-Go Web Solutions, Inc., Janelle Golino does not owe fiduciary duties to minority shareholders