P. Cazo, Flo Bear, and Moe Neigh, long time business associates, each owned 1/3 of the

voting stock of Bovary's Blue Fashions, Inc., a closely held corporation. Cazo and Neigh

entered a shareholders agreement by which they undertook to vote as a block on all issues that

came before the shareholders. If they couldn't agree on a position, a 3rd party, who was named

in the agreement, would listen to the two positions and choose one of them as the position to be

taken by both Cazo and Neigh. The agreement also called on each of them to vote for the other

in all board elections and as directors, to vote for the other as an officer of the company. For

several years, Cazo and Neigh voted together, sometimes being joined by Bear and sometimes in

opposition to Bear. Of course, the positions taken by Cazo and Neigh always were approved.

Bear has become frustrated with the insignificance of her votes and has decided to challenge the

shareholders agreement between Cazo and neigh. She seeks advice from you, a noted corporate

attorney about her greatest chance for success in challenging the agreement.

On these facts alone, your best advice would be:

a.

she could win because she is being oppressed.

b.

she could win because the agreement purports to bind directors to vote a certain

way.

c.

she could win because the agreement attempts to invalid voting trust.

d.

she is unlikely to be able to succeed on a claim against Cazo and Neigh