A Use the notes below of an interview with a client to write an email of advice. Use the example posted on the LMS. 5 May Client Mr. Jason (A member of the Board of Directors) Other party Shareholders of Longfellow Inc. Facts A group of shareholders of Longfellow Inc. has filed an action in the district court seeking to set aside the election of the Board of Directors and the grounds that the shareholders meeting at which they were elected was held less than a year after the last such meeting. Legal Issue The legal issue in this case is whether the bylaws of the company provide that no election of directors for the next year can be held unless a full year has passed since the previous annual election meeting. Advice/Action Courts are usually reluctant to second-guess the action of the Board of Directors or to play the role of an appellate body for shareholders unhappy with the business decision of the Board. Only where there is a clear of serious breach of the directors duty to act in good faith will a court step in and overturn the decision. The facts in this case simply do not justify such a court action and I therefore conclude that it is unlikely that the shareholders will win the case.

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