Final answer:
The removal of a corporate director typically requires a majority of the outstanding capital stock. For the Darkroom Windowshade Company, no two investors alone can guarantee to change the top management as they would need to control more than 50% of the company's shares.
Step-by-step explanation:
The question relates to corporate governance and the role of stockholders in a public company. In a public company, shareholders own the company, and they vote for the board of directors who hire top executives to manage the company. The more stock a shareholder owns, the more votes they have. To remove a director, the stockholders usually vote at a meeting called specifically for this purpose or at an annual general meeting (AGM).
According to typical corporate bylaws and relevant law, which can vary by jurisdiction and specific company provisions, the removal of a director by shareholders can often require a majority of the outstanding capital stock, which implies more than half of the votes represented by all issued and outstanding shares. However, the exact threshold can differ, and in some cases, a supermajority may be necessary, such as 2/3 of the outstanding capital stock.
Looking at the scenario involving the Darkroom Windowshade Company with 100,000 shares outstanding, the minimum number of investors needed to vote and potentially change the company's top management would be dependent on the total number of shares they collectively own and the threshold set in the company's bylaws for such a vote.
If investor 1 and investor 2, owning 20,000 and 18,000 shares respectively, vote together, they would control 38,000 shares which represent 38% of the vote. While this is a significant portion, it is not sufficient to be certain of always getting their way in every decision, including removing a director or changing top management, as they do not meet the typical majority requirement (>50%). For critical decisions that require a supermajority, they would need an even higher percentage of votes.