## Q69 key (Founder Supply-Deal Opinion)

1. Conclusion 1 survives: all seven present satisfied the four-director quorum, and interested directors may count for quorum. Conclusion 8 also survives only as a conditional proposition because a wholly independent, informed committee may act before material performance. Missed: correct parts are discarded with the defective opinion.
2. Conclusion 2 fails. Mara's 70 percent interest and expected personal economics are material without any $25 million threshold, and the undisclosed $250,000 side bonus is a separate improper personal benefit. Missed: the transaction enters performance without disclosure of its clearest loyalty fact.
3. Conclusion 3 fails. Mara and Leon cannot count. Among the five outside directors, only Priya and Colin voted yes; Tomas voted no and Ruth and Nia abstained. Even if Colin is independent, two approvals are not a majority of five; if he is not, Priya is one of four. The undisclosed bonus independently defeats informed approval. Missed: four total yes votes are mistaken for statutory cleansing.
4. Conclusion 4 fails. Leon is Mara's immediate family and has an indirect material relationship to her transaction; he is interested under the supplied rule despite no direct ownership. Missed: a family vote improperly supplies the safe-harbor count.
5. Colin's independence remains unresolved because of the $400,000 family-trust loan. Obtain its terms, materiality, repayment status, and disclosure record before he serves on any committee. Priya, Tomas, Ruth, and Nia are the presently unconflicted pool, but their prior votes did not supply majority approval. Missed: an interested or unverified director is used to cure the process.
6. Conclusion 5 fails. This is an ordinary-course supply contract, not a sale of substantially all assets, and no supplied asset-percentage trigger applies. Missed: an unnecessary shareholder process delays cure without fixing loyalty disclosure.
7. Conclusion 6 fails. The fairness letter is evidence only, and its independence, comparables, assumptions, and prior relationships are missing. Conclusion 7 also fails because exculpation does not bar injunction, rescission, loyalty, bad faith, or personal-benefit relief. Missed: the company treats two noncleansing protections as conclusive.
8. Pause shipment and payment, preserve the approval record, disclose Mara's bonus and Colin's loan facts, obtain the full Meridian file, and appoint an entirely disinterested committee to investigate price and process and decide whether to ratify, renegotiate, or terminate before performance. Missed: a curable preperformance defect becomes completed unfair dealing.