Jelena and Patrick Are Starting a Retail Sporting Goods Business

Jelena and Patrick are starting a retail sporting goods business.They have incorporated a corporation to carry on the business.Jelena has 60 of the 100 issued common shares and Patrick has 40.They have decided that each should be a director and all decisions relating to the business should require the consent of both of them.Which of the following is a reason that Jelena and Patrick should NOT have a shareholders' agreement? They need to agree

A) that each should be elected a director.
B) to restrict the transfer of shares, except in accordance with the agreement.
C) that all shareholder decisions require the consent of both Jelena and Patrick.
D) on some process by which shares may be transferred, such as a right of first refusal.
E) that the directors will never owe any duties to the corporation, notwithstanding any law to the contrary.