Carl owns 51 percent of the shares of Probex Inc, which carries on a successful building supplies

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Carl owns 51 percent of the shares of Probex Inc, which carries on a successful building supplies business. At the last shareholders’ meeting, Carl elected Morris, Ellen, and himself as the directors of the company. Morris, Ellen, and Carl appointed Carl as the CEO of the company. The corporation’s business has been slow this year. Both Morris and Ellen believe that the current slowdown of the business is a direct result of Carl neglecting his duty as CEO to oversee the day-to-day operations of the business. By outvoting Carl at the next directors’ meeting, Morris and Ellen replace Carl as CEO with Philip. Carl is furious and tells Morris and Ellen that since he owns 51 percent of the company, they had no right to replace him, especially since he elected them. Carl further advises them that, as the controlling shareholder, he is reclaiming his position as CEO of Probex. Is Carl entitled to be the CEO of the corporation? What can he do to ensure that he is appointed to this office?

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Managing the Law The Legal Aspects of Doing Business

ISBN: 978-0132164429

4th edition

Authors: Mitchell McInnes, Ian R. Kerr, J. Anthony VanDuzer

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