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[Corporate Death] Janelle Is President and a Large Shareholder in RecyCALL

Question 61

Multiple Choice

[Corporate Death] Janelle is president and a large shareholder in RecyCALL, a corporation that sells used cellular telephones. Although the company was not insolvent, sales had been significantly down, and Janelle decided that it would be a good idea to discontinue the business. The board of directors agreed with her. The board members presented the proposal to discontinue the corporation to shareholders. Initially, Ahmed, a disgruntled shareholder, opposed ending the corporation. He claimed that the problem was that Janelle had done a poor job in management. Janelle planned to go forward with the termination of the company because a majority of the shareholders agreed. Ahmed, however, came around; and upon a second vote to discontinue the corporation, the vote was unanimous. Tony, a vice president of the corporation, was aware of a few outstanding debts owed by RecyCALL. He suggested hurrying along quietly with ending the corporation because any claims not made before the corporation was dissolved could be avoided. Janelle told him that she was not sure that was a good idea. Therefore, the company proceeded with all appropriate notifications. When the time came to liquidate the corporation, the members of the board did not want to participate. Janelle was concerned about what action to take at that point because she really wanted to be finished with RecyCALL.
-Which of the following should occur in the face of the board not wishing to be involved in liquidation proceedings?


A) A court should appoint a bankruptcy trustee to handle liquidation.
B) A court should appoint a receiver not affiliated with the corporation to take over liquidation duties.
C) Janelle, as president, is required to take over liquidation duties.
D) The court should enter an injunction requiring all the directors to proceed with liquidation regardless of whether they want to do so.
E) The court should enter an injunction requiring that at least half of the directors proceed with liquidation regardless of whether they want to do so.

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