Question
Suppose you form a corporation with two other investors. Laura is putting up 60% of the initial investment for the new corporation, while Terry and
Suppose you form a corporation with two other investors. Laura is putting up 60% of the initial investment for the new corporation, while Terry and you are each putting up 20%. When you form the bylaws for the corporate charter, it is agreed that Laura will be able to choose six members of the board of directors and Terry and you will each be able to choose two members so your influence on the board is directly proportional to each of your investments. The board of directors is then given the authority to hire the CEO of the corporation, and they choose a CEO that all three of you are happy with. But then over the holidays Laura goes on vacation and several members of the board of directors are also on vacation. Terry and you decide the CEO should be fired and recommend to the six members of the board of directors who stayed in town that they do so. The six members vote to fire the CEO and appoint Terry's brother-in-law as the new CEO. Upon learning of the change, Laura is furious that the CEO was fired without anyone consulting her, especially since she owns 60% of the company stock. She is determined to regain control even if it means going to court. Do you think she would prevail in court?
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