Shouldn't Be Worrying About This, But...

This question from our Business Organizations final is still getting under my skin two days later. You don't really have to know the fact pattern to answer the question because it is completely tangential to the main problem.  The only fact you need to know is that Percy wants his private equity firm to buy out X Corp., and Karl, playing the role of Made In the USA, is upset.  The professor let us keep the exam questions, so here it is verbatim:

"Karl, president of the Widget Workers of the World union local at X's factory, is concerned that the workers at X's factory will lose their jobs if Percy's plan is implemented.  If he communicates this concern to the Board of Directors, is it relevant to their determination of how to proceed?  Can Karl communicate his statement to the shareholders in the hope that they will not tender to Percy?"

The first question didn't bother me too much.  The professor was probably looking for the idea that directors' primary duty is to the shareholders, but that they can also consider "other factors" in deciding the best course of action.  The second question is what bothers me.

After reading the second question during the exam, my first thought was "Karl has a First Amendment right to speak to anyone he wants about any topic unless it incites violence or is treasonous (among other things)."  The fucker could walk up to the shareholders on the street carrying a giant neon sign that says "DON'T TENDER TO PERCY, HE SEXUALLY TORTURES KITTENS," and the worst thing that would happen is Percy would sue him for defamation (assuming that Percy doesn't actually abuse baby cats).  Maybe the local police would ticket him for demonstrating without a permit.

Some of my classmates decided that the professor was looking for a discussion of shareholder proxy statements, which is probably true.  However, we spent every bit of 15 minutes through the entire semester covering proxy statements in class.  I'm not even sure any of the assigned cases discussed them.  I had a proxy statement section (courtesy of Legalines) in my outline, but what good is an outline when you completely miss the issue because the professor didn't teach the material (or assign any substantial reading on it) and worded the question so it sounded like Con Law version 2.0?

Before any of you say "well, you DID spend 15 minutes on it in class, so it was fair game even though it sucks"...perhaps.  We also spent a couple of weeks of class on securities fraud under 10(b)-5 of the Securities and Exchange Act, and it wasn't mentioned on the exam.  Something about this is not right.  I don't have a problem with detailed questions, but it really chaps my ass to be tested on material the course didn't cover, especially when substantial portions of course material are completely omitted.

Interestingly enough, I thought the exam went well overall.  That one question just really bothers me for some reason.