The following memorandum will discuss the facts related to Vulcan, Inc. and their recent acquisition of a plot of land in Montana. Vulcan, Inc. is a multinational Fortune 200 company engaging principally in the exploration for and extraction of minerals. It is listed on the New York Stock Exchange and has 615 million shares outstanding. On March 7, Vulcan Inc. Chief Executive Officer Stewart Myer held a private meeting with Martha Bordeaux, the VP for finance; Lamont Johnson, the chief geologist; and Nastasha Bylinski; the VP for acquisitions at an Atlanta airport. Upon meeting, chief geologist Lamont Johnson relayed his report to the executives that they had discovered remarkable tests results regarding the conductivity of rocks in Montana. To obtain samples without giving any information to the landowners, Johnson “pretended to be a motion picture company looking for locations to remake the movie High Noon.” Myer reminded his coworkers that it was critical maintaining absolute secrecy and that he would decide and tell who needs to know. At 10:00 A.M. on April 11, Vulcan Inc. CEO Stewart Myer announced the company’s “strike” in Montana containing at least 30 million tons of high-grade copper and zinc ore. Based on the facts provided, I will conclude by detailing the appropriate claims by Vulcan shareholders in regards to the illegal activities of its executives. II. Memorandum
Stock Options
According to Section 6.24 of the Revised Act, “The board of directors determines the terms upon which stock rights, options, or warrants are issued; their form and content; and the consideration for which the shares are to be issued.” Based on the facts, Vulcan issued stock options on March 15 at $23.50 a share to thirty executives including the previously mentioned Stewart Myer, Lamont Johnson, Nastasha Bylinski, and Martha Bordeaux. At this point in time, neither the stock option committee nor the board of directors had any knowledge of