Use the MBCA or this text to answer the following questions.

1. Delaware allows shareholders to initiate a dissolution without any action of directors if all shareholders consent in writing to that dissolution. Why do you think Delaware requires unanimous consent by shareholders in this situation?

2. Harper Technology Inc., a Nebraska corporation, neglected to renew its agreement with CT Corporation System to act as its registered agent in the state and has been without an agent in the state for four months.

a. What might be a possible effect of Harper's failure to have an agent in Nebraska?

b. During the four months Harper did not have an agent, it entered into a contract with Design & Build Co. Harper recently applied for reinstatement in Nebraska, which was granted by the secretary of state. Design & Build is contending that it need not pay Harper because Harper was not a valid corporation when the contract was entered into. Discuss whether this will be a valid defense for Design & Build.

3. The eight directors of Sterling Roofing Inc. have been deadlocked and unable to conduct business for several months.

a. What might Gina, a shareholder of Sterling, do in order to resolve the situation? b. Is there anything the corporation can do as an alternative to Gina's course of action? c. If the corporation is dissolved, who will liquidate it? Why?

4. Perez Contractors Inc. has voluntarily dissolved after following all state statutes relating to possible claims against the corporation.

a. If the corporation has $100,000 in assets and owes $80,000 to its various creditors, how will this money be distributed?

b. Who will manage the liquidation process for the corporation? Why?

c. Two years after the voluntary dissolution, a homeowner sued Perez for defects in the house Perez built for her, which defects were not apparent until plumbing in the house failed. Is the homeowner's claim against Perez barred? Discuss.