## Q5 key (Founder's Acquisition)
1. Elena is treated as a controller: 34 percent plus board composition, dual roles, and actual control of this transaction's process. Missed: the standard-of-review fight is conceded at the threshold.
2. The dual-protection cleansing framework fails from the outset: the committee was formed after the term sheet and public commitment, and the minority vote was uninformed; entire fairness applies. Missed: dismissal strategy built on cleansing that cannot hold.
3. The $8 million undisclosed side payment is material as a matter of course; the buried lower forecast, the undisclosed fee history, and the termination-right detail compound it. Missed: proxy-defense credibility destroyed at the hearing.
4. Fair dealing is badly compromised (timing, urgency framing, no market check, curated materials); fair price is litigable at best after the 70 percent write-down. Missed: exposure undervalued.
5. Liability map: Elena faces loyalty exposure and disgorgement of the $8 million; the charity-tied committee member's independence is impaired; exculpation protects outside directors on care only; Peak faces aiding-and-abetting exposure and fee disgorgement. Missed: defense resources aimed at the wrong defendants.
6. The motion to dismiss will largely fail as to Elena, Peak, and at least one committee member; broad discovery follows. Missed: client blindsided by scope.
7. Remedies: rescission impractical post-write-down; expect damages, disgorgement, fees, and governance relief. Missed: settlement modeling wrong.
8. Posture: early settlement track with a genuinely independent special litigation vehicle evaluating claims against Elena and Peak; defending the process as run is not credible. Missed: value burned defending the indefensible.