Answer each of the 5 statements with true or false and give an explanation backing up your answer

1) because merging the old patriots into the new patriots freezes out the minority shareholders and eliminates public ownership, sullivan and the directors have the burden of proving that the merger was for the advancement of a legitimate corporate purpose.

2) assuming sullivan and the directors can establish the merger of the old patriots into the new patriots advances a legitimate corporate purpose, the court must also determine that merger is fair by examining the totality of circumstances.

3) the merger of the old patriots into the new patriots advances a legitimate corporate purpose, namely taking the corporation private and eliminating the reporting requirements imposed on the old patriots to protect the public shareholders.

4) sullivan breached his fiduciary duties of loyalty and due care when he engineered the merger of the old patriots into the new patriots by freezing out the public shareholders and placing his financial interests ahead of the shareholders’ interests.

5) even though the sole purpose of the merger of the old patriots into the new patriots was to enable the repayment of the personal indebtedness incurred by sullivan and hence there is no legitimate corporate purpose for the merger, the court nonetheless is required to examine the fairness of the transaction.