PART III CAST OF CHARACTERS: Twinkle Toes Dance Shoes, Ltd., d/b/a/Twinkle Aniella, retired former employee of Twinkle and a proficient ballroom dancer Twinkle's Board of Directors Twinkle's Committee of Officers Venomous Snake, the corporation's attorney FACTS: 1) Twinkle Toes Dance Shoes, Lid., d/b/a Twinkle, was a closely held corporation, incorporated in NYS, which manufactured and sold dance shoes. 2) Twinkle imported the materials for the manufacturing of the shoes. 3) Twinkle had two plants: one in Nassau County and one in Suffolk County. 4) Not only did Twinkle manufacture the dance shoes, but it packaged the shoes for distribution and sale and sold its shoes at its own dance shoes stores throughout the state. 5) Aniella, a retired former employee of Twinkle and a proficient ballroom dancer, purchased her latest Latin ballroom dance shoes from Twinkle and received an employee discount. 6) While wearing the dance shoes at the company Christmas party held at the corporation's headquarters and dancing the cha-cha, Aniella fell and broke her right hip. 7) Immediately thereafter, Twinkle's Board of Directors organized a committee of its most senior officers to conduct an investigation into what had happened. 8) The investigation showed that the dance shoes were not manufactured according to the standards in the industry. 9) The Board of Directors met again right after the results of the investigation came to light, but there were so many other major and pressing matters that the Board had to deal with, so the Board saved the issue of what action to take in light of the Aniella's plight to the next meeting. 10) When the Board finally met and opted to do something, pursuant to its resolution, the corporation closed its facilities on Long Island and moved the manufacturing up to Albany County, where it opened two new high tech up to date manufacturing facilities. 10 ccessibility: Good to go11) However, Twinkle had to sell its Long Island facilities. 12) So, the Board appointed the same committee of officers to solicit bids for the properties. 13) Only two bids came in (both around $10,000,000) and both were too low to be under consideration. 14) Time passed and no other bids came in, causing a reconsideration of the only two bids, which had not yet been withdrawn. 15) The committee of officers seeks the legal advice and counsel of its corporate attorney, Venomous Snake, for advice on the fair market value of the facilities on Long Island. 16) The corporate attorney advised the committee that she has represented sellers and buyers of similar facilities on Long Island for the past 20 years and concluded that both bids represented the fair market values for the facilities based upon the 30 similar deals she closed within the past two years. 17) Based upon the attorney's positive statement, the committee reported its recommendation to the Board, which voted to accept the higher of the two bids, and the sale closed within 3 months. 18) Two months later, Twinkle received a litany of bad news: the worst being that approximately 25% of its customers fell while dancing with their Twinkle ballroom shoes, resulting in numerous lawsuits and a consequent decline in sales. 19) Further, the Board learned that three Long Island manufacturing facilities recently sold for roughly $30 million each and were virtually identical to the ones Twinkle sold for $10 million each. 20) The Board passed a resolution to close its plants, stores, and offices in NY and to wind down the corporation, while maintaining only an on-line presence for the sale of its shoes. 21) Twinkle reopened its manufacturing plants in Belize and continued selling online. Discuss the following in your answer: Shareholder derivative action(s) Service of process on Twinkle The Board of Directors' fiduciary duty The Officers' fiduciary duty Venomous Snake's Fiduciary Duty Board of Directors' defense(s) to any potential shareholder derivative action(s). Aniella's causes of action against the corporation, the shareholders, the Board of Directors, and the| officers. The connection between winding down the corporation and pending lawsuits Any other potential issues you see in this scenario English (United States) 12 Accessibility: Good to go Focus E