Lucia and Olga have decided to buy some commercial real estate through a corporation. The corporation will buy commercial properties, earn money from rent paid by tenants to cover the operating costs, and then sell the properties for a profit. Lucia is an experienced real estate developer and will run the business, making all the decisions relating to the acquisition of the properties, their management, and their eventual sale. Because the success of the business will depend on her management, Lucia is anxious to have any returns she receives from the business depend on its success. Lucia will not be investing any money in the business. Her friend, Olga, has $500 000 that she will invest in the business. Olga will have no management role in the business but would like a fixed annual return of 10 percent on her investment.

How would you structure a corporation to meet the needs of Olga and Lucia? In particular, describe the different kinds of shares that Olga and Lucia would want. Who would be the officers and directors? Explain how your structure meets Olga's and Lucia's needs. (A legal analysis is not required.)