A . In general, what is considered a fundamental change in a corporation? Give three examples of what would be considered a fundamental change. b. Who proposes such fundamental changes? Who must approve them? Explain. c. Brian is a minority shareholder in Gryath, Inc He opposes a fundamental change that is approved and implemented. What rights does he have?

Answer 1

a . A fundamental change alters the basic structure of a corporation. Fundamental changes include charter amendments, the sale or lease of all or substantially all of a corporation's assets, mergers, consolidations, compulsory share exchanges, and dissolution of the corporation.
b. While board members or shareholders may propose the change, shareholders give approval for fundamental changes.
c. If Brian dissents and strictly complies with provisions in the corporate statute, he is entitled to receive the fair value of his shares, plus accrued interest. In order to perfect his right to payment for his shares, a dissenting shareholder must make a written demand within the prescribed time period. A dissenting shareholder that complies with all of the applicable requirements is entitled to an appraisal remedy.