Hilda, Inday and Juliet each own 5% of the capital stock of a corporation. When the corporation issued new shares, Hilda exercised her pre-emptive rights to the new shares. Inday, however, offered her corresponding new shares to Juliet, who purchased the same while also exercising her own pre-emptive rights.

Does Hilda have any ground to file a complaint? If yes, against whom? Explain your answer.

A corporation called for a special stockholders' meeting. Upon checking of attendance, quorum was established. During a break, a lot of shareholders decided to walk out of the meeting, leaving less than the quorum present to vote. During the election that was held after the break, only a majority of those left present voted for and elected the new members of the Board of Directors.

Is the election valid? Explain your answer.