Elon Tusk is the chairman, CEO, and the largest stockholder of an electronic car company called Model 3. He is also the founder and the largest shareholder of the company called SolarTown. As SolarTown grew, it took on debt to cover the upfront costs of purchasing and installing solar panels. SolarTown allegedly faced a liquidity crisis. In addition, SolarTown was sued for alleged misappropriation of intellectual property and trade secrets.

It was against this backdrop that Tusk allegedly began advocating for Model 3 to acquire SolarTown. Tusk proposed the transaction at three successive board meetings, and at the fourth meeting the board authorized its advisors to made an offer. The board did not consider acquisitions of any alternative targets. Tusk and another Model 3 director who also served on Solar Town's board recused themselves from the vote, but both remained for the entirety of the meeting while the potential acquisition was discussed, and Tusk led most of those discussions.

Tusk's offer to acquire SolarTown valued the company at $2.6 to $2.8 billion, reflecting a 21% to 30% premium. Allegedly, Tusk actively promoted the offer within Model 3 and used his public statements to establish an expectation of deal certainty that boxed in Model 3's board so that they had no choice but to follow through with the acquisition. Tusk's due diligence of SolarTown revealed liquidity issues as well as the fact that one of SolarTown's new manufacturing facilities was behind schedule, risking tax incentives from the State of New York.

You are a shareholder of Model 3 Company. Can you bring a lawsuit against the company? On what grounds? In your response explain the duties Tusk owes and also his defenses against your claims. Explain whether it matters that he stakes in both companies. Also explain whether this is a direct or derivative claim. Why? Lastly, explain any steps you may need to follow to bring a claim.