A 29-yeаr-оld femаle with PMH significаnt fоr Hashimоto thyroiditis presents with shortness of breath, fatigue, and jaundice. Initial lab results reveal the following: WBC and PLT normal; Hgb 6.2; HCT19%; MCV 102 AST, ALT, Alk Phos, Serum iron, TIBC, Ferritin, B12, Folate: normal TBili 5.0, DBili 0.2, LDH 800; Retic count: 15%; Direct Coombs Test (DAT): positive Based on this information, what is the diagnosis for this patient?
Essаy Questiоn 1 Ergо, Inc. is а Delаware cоrporation. The articles of incorporation of Ergo authorize the issuance of 400,000 Class A Common Shares and 1,000,000 Class B Common Shares, all of which are issued and outstanding. Dart owns all of the Class A shares and none of the Class B shares. Ergo’s Articles provide that Ergo has seven directors elected by straight voting, with Class A shares to elect four directors and Class B shares to elect three directors. Several months ago, Ergo’s board of directors properly approved an expansion plan for the business that would require $5 million of additional capital. At their regular February 1st meeting, the directors discussed possible sources to fund the expansion plan. One Class B director suggested that Ergo borrow the funds from a bank. Dart, who had elected herself as one of the Class A directors, suggested that Ergo issue a new class of shares that Dart would purchase for $5 million. The new class of shares (Class C Preferred) would be entitled to a cumulative preferred dividend. In support of this alternative, Dart presented an opinion from an independent investment bank that stated: (1) $5 million would be a fair value for the Class C Preferred, and (2) in the long run, payment of the proposed preferred dividend would be less costly to Ergo than interest payments on a loan. After one hour of spirited discussion of these alternatives, all seven directors voted to recommend to the shareholders that Ergo’s Articles be amended to authorize the issuance of the Class C Preferred as proposed by Dart. A special meeting of the shareholders was properly called for the purpose of voting on the proposed amendment to the Articles. Prior to that meeting, a proxy statement was issued to all shareholders disclosing all relevant information about the plan to issue the Class C Preferred to Dart. However, the proxy statement did not disclose the alternative funding method the Class B director initially proposed. At the shareholders meeting, a quorum was present, and the amendment to the Articles was adopted by the following vote: In Favor Opposed Class A Shares 400,000 0 Class B Shares 720,000 100,000 Following shareholder approval, the Ergo board of directors met to consider the issuance of the newly authorized Class C Preferred. All seven directors voted to issue the Class C Preferred to Dart for $5 million in cash. Ergo’s articles of incorporation contain a provision that exculpates directors for liability to the corporation for money damages “to the fullest extent permitted” by the applicable corporation-law statute. A Class B shareholder filed a derivative action against the directors to enjoin the issuance of the Class C Preferred to Dart. The Class B shareholder alleged (a) that the directors erred in deciding to issue the Class C Preferred rather than borrow the money from the bank; (b) that the directors had breached their duty of care to Ergo; and (c) that Dart had breached her duty of loyalty to Ergo. Considering the Class B shareholder’s allegations and all possible defenses, who is likely to prevail? Explain. (25 points)