Additional comments: each question is either direct or derivative?

Direct vs. Derivative Hypos 1. The Certificate of Incorporation of XYZ Corp. requires the corporation to pay Class A shareholders twice the dividend of Class B shareholders. This year, however, XYZ Corp. paid the same amount of dividends to shareholders of both classes. 2. Birkenstock is a director of XYZ Corp. He is also the sole shareholder of HIJ CO. XYZ agrees to buy HIJ for $5 million. 3. The board of directors of XYZ Corp. entered into a merger transaction with B Corp. Under the terms of the merger agreement, XYZ Corp. merged into B Corp. and the shareholders of XYZ were cashed out at $55 per share. 4. Ranum, the CEO of Matrix Development Inc. (MDI), purchased a parcel of property adjoining a shopping center owned by MDI for himself. 5. Chumba Inc. is fined $100 million by the EPA for dumping hazardous waste.