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Timeflix corporation was formed on May 1, 2016 in the state of Illinois. Its articles of incorporation authorize the corporation to conduct any lawful business.

Timeflix corporation was formed on May 1, 2016 in the state of Illinois. Its articles of incorporation authorize the corporation to conduct any lawful business. In addition, the articles authorize the issuance of 10,000 shares of $10 par value common stock. The articles also provide for a 3-member board of directors. Tim and Dave are both members of the board of directors. At the initial meeting of the board, the board approved the issuance of all 10,000 shares and elected Tim to serve as CEO. The shares were purchased by Tom, who paid $60,000 for 6,000 shares, and by Jack, who paid $40,000 for 4,000 shares. Over the next several years, Timeflex is engaged in the business of selling widgets. The business becomes very successful, and the directors decide that more capital is needed. Thus, at the next meeting of the board, the board passes a resolution to issue an additional 2,000 shares. The shares were purchased by Bill, who paid $20,000 for the shares. Later, Tim decided that the corporation could make far more money by going into the consulting business. Thus, Tim negotiates and enters into a contract with Phelan corporation for the sale of all of the widget-related assets of Timeflix corp. Tim negotiated a great price, exceeding the fair market value of the assets. The shareholders do not agree with Tim's decision, and now are demanding that the corporation return the money they paid for their shares, plus interest.Discuss any legal claims that shareholders Tom, Jack and Bill may have against either the Timeflix corporation or against Tim and Dave.

A decision of this magnitude would have to be approved by the shareholders correct? I believe the shareholders would have a derivative suit they could claim.

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