Each question is hypothetical and needs to be in the IRAC method. There is no other data or graphic link and is not an "incomplete question"

1. On March 1, 2009, Davos Services became a takeover target of Kutsumo Inc. Kutsumo made a tender offer to the shareholders of Davos Services, offering $35 per share for each of the outstanding shares of Davos Services. Prior to the offer, Davos Services stock had been selling in a range of $14 to $16 per share. On March 15, 2009, the board of directors of Davos Services met and decided to resist the Kutsumo efforts and continue with its current strategy. At the same meeting, the board passed a resolution granting significant Davos Service's stock options to the current management of Davos Services at an extremely low price. Julian Gatspare, a relatively minor shareholder of Davos Services, is outraged by the board's action and would like to have the stock options nullified.

A.Was the board in violation of any of their fiduciary duties? Explain.

B.Does the board have a defense? Explain.

[Hint: fiduciary duties; business judgement rule]

1. Jon and Kate formed a partnership to operate a bowling alley. The partnership agreement did not establish a specific duration for the partnership. Jon loaned $300,000 to the partnership, which was to be repaid out of the profits of the business. Kate turned out to be a terrible partner. She refused to complete any meaningful work. She belittled and mistreated Jon in front of customer and employees. Moreover, Kate had a penchant for stealing petty cash out of the cash register. After three months of Kate's misbehavior, Jon decided he simply could not work with her any longer. Jon would like to dissolve the partnership.

A. Explain what are Jon's options in dissolving the partnership? And his rights/obligations?

[Hint: partnership's dissolution]