Answer:
Rights of Shareholders:
(1) Lucia has the right to attend shareholder meetings, participate, and vote her shares unless the articles of the corporation expressly deny the shareholder's right to vote. Shareholders are entitled to one vote per share.
(2) With advance notice shareholders have the right to inspect the corporate books and records for a proper purpose. State statutes may impose qualifications regarding when and how a shareholder may request and inspect the books.
(3) Since dividends are declared at the discretion of the board of directors, and directors are not required to declare dividends, a shareholder is not entitled to a yearly dividend.
Answer:
B can take the defense of the above provision. Moreover as per the business judgment rule , courts give significant deference to the decisions of corporate directors and officers, and consider the reasonableness of a decision at the time it was made without the benefit of hindsight.
Thus, corporate decision makers are not subjected to second guessing by shareholders in the corporation.
Answer:
Officers owe the same fiduciary duty to a corporation as the directors. This duty includes a duty of care, which means that the officer must act in good faith, use prudent judgment and act in the best interest of the corporation. Officers should also put the interests of the corporation in front of their own personal interests. Thus, the officers should be held to a fiduciary duty in this case.