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meetings regarding Cabana Boy's formation. Dr. Rosenberg did not
attend those meetings.
Petitioners’ advisers recommended that petitioners form a
corporation for the Cabana Boy project. Fabricant filed the
Cabana Boy certificate of incorporation in New York on January
27, 1986, which established Cabana Boy as a subchapter C
corporation with a purpose of making feature motion pictures.
Mrs. Rosenberg was president and treasurer of Cabana Boy.
Tyler was executive vice president and secretary. Kinart was
vice president for creative development. Dr. Rosenberg was not
an officer of Cabana Boy. In February 1986, Cabana Boy paid
Gibson $100,000 for the movie, television, and allied rights in
the Neuromancer novel. Mrs. Rosenberg signed the agreement for
Cabana Boy.
3. The Shareholders’ Agreement
On March 29, 1986, petitioners, Tyler, and Kinart (the
shareholders) and Cabana Boy signed a shareholders agreement.
Mrs. Rosenberg signed the shareholders agreement for Cabana Boy.
In the shareholders agreement: (a) Cabana Boy agreed to issue 49
shares to Tyler, 49 shares to Kinart, and 100 shares to
petitioners; (b) Mrs. Rosenberg agreed to assign to Cabana Boy
the motion picture and other rights to the Neuromancer novel as
consideration for the issuance of petitioners’ stock; and (c)
Tyler and Kinart each agreed to pay $10 per share (i.e., $490
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