Stage, Inc. (“SI”) is a properly formed close corporation. SI’s Articles of Incorporation include the following provision: “SI is formed for the sole purpose of operating comedy clubs.” SI has a three-member Board of Directors, consisting of Al, Betty, and Charlie, none of whom is a shareholder.

Some time ago, Charlie persuaded Al and Betty that SI should expand into a new business direction, real estate development. After heated discussions, the board approved and entered into a contract with Great Properties (“GP”), a construction company, committing substantial SI capital to the construction of a new shopping mall, which was set to break ground shortly.

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