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Case problem 3 (p. 1179)

Please fill in chart and answer questions below true or false with an explanation for your answer.

Eliason family	Shares	Brosius family	Shares	Other	Shares	Total
James Eliason	3,928	Not identified	3,690	Frank Hewlett	1,062
Sarah Englehart	1,260
	5,188		3,690		1,062	9,940

1. The proxy James gave to his daughter Louise was revocable, because the proxy, that is, the part of the document signed by James, did not state that it was irrevocable. The acknowledgement by the notary public that contained the irrevocability clause was not part of the proxy.
2. James Eliasons and Sarah Engleharts irrevocable shareholder voting agreement is contrary to public policy and cannot be enforced.
3. If James Eliason can revoke the proxy he gave to his daughter Louise, he is free to enter into a shareholder voting agreement with his sister, Sarah Englehart.
4. James Eliasons shareholder voting agreement with his sister, Sarah Englehart, is irrevocable, because it is coupled with an interest in each others shares.
5. The Eliason family may have been better served with a formation of a voting trust.

s' Rights and Liabilities 1179 control of the company. Consequently, Sarah voted her shares with the Brosiuses and Hewlett in viola- tion of the agreement with James. She argued that she was not bound by the voting agreement with James on the grounds that James could not make the agreement, because he had given Louise an irrevo- cable proxy two weeks earlier. Was Sarah right? Aspen Advisors LLC owned warrants to purchase the common shares of United Artists Theatre Company. turi ing 3. The Eliason family owned a majority (5,238) of the 9,990 shares of Brosius-Eliason Co., a building and materials company, with James Eliason (3,928 shares) and his sister Sarah Englehart (1,260) hold- g the controlling block. The Brosius family owned a total of 3,690 shares. Frank Hewlett owned the remaining 1,062 shares. On July 31, James Eliason ble, because it was coupled with an interest in each other's shares. Soon after, Sarah and Louise had a falling out when Louise tried to assert her family's executed a proxy giving his daughter, Louise Elia- son, authority to vote his shares. Only in the notary public's acknowledgement verifying James's signa- ture did the proxy state that it was irrevocable. The body of the proxy, the part signed by James, did not state it was irrevocable. Two weeks later, James and his sister Sarah made a voting agreement that ensured Eliason family control over the corporation by requiring their shares to be voted as provided in the agreement. The voting agreement was irrevoca- s' Rights and Liabilities 1179 control of the company. Consequently, Sarah voted her shares with the Brosiuses and Hewlett in viola- tion of the agreement with James. She argued that she was not bound by the voting agreement with James on the grounds that James could not make the agreement, because he had given Louise an irrevo- cable proxy two weeks earlier. Was Sarah right? Aspen Advisors LLC owned warrants to purchase the common shares of United Artists Theatre Company. turi ing 3. The Eliason family owned a majority (5,238) of the 9,990 shares of Brosius-Eliason Co., a building and materials company, with James Eliason (3,928 shares) and his sister Sarah Englehart (1,260) hold- g the controlling block. The Brosius family owned a total of 3,690 shares. Frank Hewlett owned the remaining 1,062 shares. On July 31, James Eliason ble, because it was coupled with an interest in each other's shares. Soon after, Sarah and Louise had a falling out when Louise tried to assert her family's executed a proxy giving his daughter, Louise Elia- son, authority to vote his shares. Only in the notary public's acknowledgement verifying James's signa- ture did the proxy state that it was irrevocable. The body of the proxy, the part signed by James, did not state it was irrevocable. Two weeks later, James and his sister Sarah made a voting agreement that ensured Eliason family control over the corporation by requiring their shares to be voted as provided in the agreement. The voting agreement was irrevoca

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