The company ABC Inc. has been created under Canada Business Corporation Act, on April 24^th 2000 and is having its head office in Toronto, Ontario.

This company operates a business of production of electronic devices and is having a BOD composed of 4 directors. Also, this company is having 5 shareholders, as follows:

-Shareholder A- detaining 20 shares containing the right to vote

-Shareholder B- detaining 15 shares containing the right to receive dividends

-Shareholder C- detaining 40 shares containing the right to vote and 10 shares containing the right to receive dividends

-Shareholder D- detaining 15 shares containing the right to vote and 30 shares containing the right to receive the remaining property in case of dissolution of the company

-Shareholder E- detaining 25 shares containing the right to vote

The company will be dissolved and therefore a meeting of the shareholders has been called.

Answer to the following questions:

1. Indicate which are the shareholders having the right to decide the dissolution of the company. Explain why?

2. By their votes, shareholders A, B, C approved the dissolution and they appointed one of directors to sign the articles of dissolution.

Shareholders D and E are against the dissolution and they are pretending that the decision of shareholders A, B, C is not respecting the legal requirements regarding the minimum number of votes necessary for the dissolution.

In this situation, indicate if the decision of shareholders A, B, C is legal and explain why?