金融英语其他辅导：法律英语培训(学前测试2

会计考友

　　问题：
( J& V! ~& o0 D  c/ _　　This case is tried before you without a jury. Write the opinion.
' l) e% I# p3 P! |8 i0 M+ b* M) [6 a　　案例2：
5 R2 v& N9 Q* K! B　　The articles of incorporation of Ergo, Inc. authorize the issuance of 400,000 Class A Common Shares and 1,000,000 Class B Common Shares, all of which are issued and outstanding.Dart owns all of the Class A shares and none of the Class B shares.Ergo’s Articles provide that Ergo has seven directors elected by straight voting, with Class A shares to elect four directors and Class B shares to elect three directors.
　　Several months ago, Ergo’s board of directors properly approved an expansion plan for the business that would require $5 million of additional capital.At their regular February 1 meeting, the directors discussed possible sources to fund the expansion plan.One Class B director suggested that Ergo borrow the funds from a bank.
　　Dart, who had elected herself as one of the Class A directors, suggested that Ergo issue a new class of shares that Dart would purchase for $5 million.The new class of shares (Class C Preferred) would be entitled to a cumulative preferred dividend.In support of this alternative, Dart presented an opinion from an independent investment bank that stated:
8 v1 o0 U8 l4 E　　(1)$5 million would be a fair value for the Class C Preferred, and
( }8 b! G* U5 Y. K7 }0 ^5 n. F　　(2)in the long run, payment of the proposed preferred dividend would be less costly to Ergo than interest payments on a loan.
　　After one hour of spirited discussion of these alternatives, all seven directors voted to recommend to the shareholders that Ergo’s Articles be amended to authorize the issuance of the Class C Preferred as proposed by Dart.A special meeting of the shareholders was properly called for the purpose of voting on the proposed amendment to the Articles.
　　Prior to that meeting, a proxy statement was issued to all shareholders disclosing all relevant information about the plan to issue the Class C Preferred to Dart.However, the proxy statement did not disclose the alternative funding method the Class B director initially proposed.At the shareholders meeting, a quorum was present, and the amendment to the Articles was adopted by the following vote: