Three friends, Cаrоl, Dаvid, аnd Emma, fоrmed PrintWоrks Inc., a California corporation, in 2018 to operate a commercial printing business. Each owned one-third of the shares (100 shares each). They had no written shareholder agreement. All three worked full-time for the corporation: Carol as President, handling sales, David as Vice President, managing production, and Emma as Treasurer, overseeing finances. Each received an annual salary of $80,000. The corporation never paid dividends. For five years, the business was successful, and the three friends worked well together. In 2023, Carol and David had a personal falling out with Emma over a business strategy disagreement. In January 2024, at a shareholders meeting, Carol and David voted to remove Emma as Treasurer and terminate her employment. They cited "business restructuring" as the reason. Carol and David continued as President and Vice President, each still receiving $80,000 annual salaries. Emma demanded to be rehired or to have the corporation purchase her shares at fair market value. Carol and David refused both requests. They offered to purchase Emma's shares for $15,000 based on book value, which Emma rejected. An independent appraiser valued Emma's shares at $120,000 based on the corporation's earning capacity and goodwill. In March 2024, Carol and David voted to increase their own salaries to $110,000 each, citing increased workload from Emma's departure. They also approved $20,000 bonuses for themselves. The corporation remained profitable but continued paying no dividends. Emma has filed suit seeking either reinstatement with back pay, a forced buyout at fair market value, or dissolution of PrintWorks Inc. Carol and David argue they had legitimate business reasons for terminating Emma and that she has no legal right to force them to buy her shares or dissolve the corporation. What are Emma's rights as a minority shareholder in this close corporation? What duties, if any, do Carol and David owe to Emma? What remedies are available to Emma? Discuss all relevant issues.
Sаndrа is tаlking abоut sоme оf her friends. Complete each of her statements with an antonym for the word in italics. ¡OJO! Pay attention to agreement of adjectives. Luis y Lidia son extrovertidos, pero Sara es...