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Questions and Answers of Business Law

The plaintiff in this case argued, among other things, that the stock transfer restriction was a “restraint on alienation (transfer of ownership),” constituting “an unreasonable incursion on
The Ethical Dimension Was the Jacobsons’ disregard for corporate formalities unethical? Why or why not?
The Global Dimension If the scope of the Jacobsons’ business had been global, should the court have issued a different judgment? Explain.
Under what theory might the court in this case make an exception to the limited liability of shareholders and hold Sharp personally liable for the damages? What factors would be relevant to the
Suppose that Chickasaw’s articles of incorporation failed to describe the corporation’s purpose or management structure as required by state law. Would the court be likely to rule that Sharp is
Suppose that the club extended credit to its regular patrons in an effort to maintain a loyal clientele, although neither the articles of incorporation nor the corporate bylaws authorized this
How would the court classify the Chickasaw Club corporation-domestic or foreign, public or private?William Sharp was the sole shareholder and manager of Chickasaw Club, Inc., an S corporation that
Jonathan, Gary, and Ricardo are active members of a partnership called Swim City. The partnership manufactures, sells, and installs outdoor swimming pools in the states of Arkansas and Texas. The
Cummings, Okawa, and Taft are recent college graduates who want to form a corporation to manufacture and sell personal computers. Peterson tells them he will set in motion the formation of their
Oya Paka and two business associates formed a corporation called Paka Corp. for the purpose of selling computer services. Oya, who owned 50 percent of the corporate shares, served as the
Steven and Janis Gimbert leased a warehouse to a manufacturing business owned by Manzar Zuberi. Zuberi signed the lease as the purported representative of “ATM Manufacturing, Inc.,” which was a
InterBel Telephone Cooperative, Inc., is a Montana corporation organized under the Montana Rural Electric and Telephone Cooperative Act. This statute limits the purposes of such corporations to
Greg Allen is an employee, shareholder, and director of Greg Allen Construction Co., and its president. In 1996, Daniel and Sondra Estelle hired Allen’s firm to renovate a home they owned in
Thomas Persson and Jon Nokes founded Smart Inventions, Inc., in 1991 to market household consumer products. The success of their first product, the Smart Mop, continued with later products, which
Denise Rubenstein and Christopher Mayor agreed to form Bayshore Sunrise Corp. (BSC) in New York to rent certain premises and operate a laundromat. BSC entered into a twenty-year commercial lease with
Mike Lyons incorporated Lyons Concrete, Inc., in Montana, but did not file its first annual report, so the state involuntarily dissolved the firm in 1996. Unaware of the dissolution, Lyons continued
Go to this text’s Web site at academic. cengage.com/blaw/clarkson and select “Chapter 38.” Click on “Video Questions” and view the video titled Corporation or LLC: Which Is Better? Then
What does this case indicate about the importance of corporate articles and bylaws with respect to corporate governance?
If you could dictate a corporation’s rule with respect to the removal of its directors, what would you prescribe? Why?
What If the Facts Were Different? Suppose that Loft’s board of directors had approved Pepsi-Cola’s use of its personnel and equipment. Would the court’s decision have been different? Discuss.
The Ethical Dimension Was Ellis’s treatment of FHC and his conduct with respect to Kaplan unethical? Explain.
The E-Commerce Dimension Would the court’s decision in this case likely have been different if FHC had been engaged in the more volatile technology industry rather than real estate? Why or why not?
What duties did Brock, as a director, owe to Firm Body? David Brock is on the board of directors of Firm Body Fitness, Inc., which owns a string of fitness clubs in New Mexico. Brock owns 15 percent
Does the fact that Brock owned shares in Sunglow establish a conflict of interest? Why or why not? David Brock is on the board of directors of Firm Body Fitness, Inc., which owns a string of fitness
Suppose that Firm Body brought an action against Brock claiming that he had breached the duty of loyalty by not disclosing his interest in Sunglow to the other directors. What theory might Brock use
Now suppose that Firm Body did not bring an action against Brock. What type of lawsuit might Penada be able to bring based on these facts? David Brock is on the board of directors of Firm Body
Oxy Corp. is negotiating with the Wick Construction Co. for the renovation of the Oxy corporate head quarters. Wick, the owner of the Wick Construction Co., is also one of the five members of the
AstroStar, Inc., has a board of directors consisting of three members (Eckhart, Dolan, and Macero) and has approximately five hundred shareholders. At a regular board meeting, the board selects
Superal Corp. authorized 100,000 shares and issued all of them during its first six months in operation. Avril purchased 10,000 of the shares (10 percent). Later, Superal reacquired 10,000 of the
Lucia has acquired one share of common stock of a multimillion-dollar corporation with more than 500,000 shareholders. Lucia’s ownership interest is so small that she is not sure what her rights
Craig Johnson founded Distributed Solutions, Inc.(DSI),in 1991 to make software and provide consulting services, including payroll services for small companies. Johnson was the sole officer and
Digital Commerce, Ltd., designed software to enable its clients to sell their products or services over the Internet. Kevin Sullivan served as a Digital vice president until 2000, when he became
In 1978, David Brandt and Dean Somerville incorporated Posilock Puller, Inc. (PPI), to make and market bearing pullers. Each received half of the stock. Initially operating out of McHenry, North
Steve and Marie Venturini were involved in the operation of Steve’s Sizzling Steakhouse in Carlstadt, New Jersey, from the day their parents opened it in the 1930s. By the 1980s, Steve, Marie, and
Harry Hoaas and Larry Griffiths were shareholders in Grand Casino, Inc., which owned and operated a casino in Watertown, South Dakota. Griffiths owned 51 percent of the stock and Hoaas 49 percent.
New Orleans Paddlewheels, Inc. (NOP), is a Louisiana corporation formed in 1982 when James Smith, Sr., and Warren Reuther were its only shareholders, with each holding 50 percent of the stock.NOP is
Several dozen managers and directors of foreign based pension plans and insurance companies— which invest in U.S. securities—wrote a joint letter to the head of the SEC. In that letter, they
What If the Facts Were Different? Suppose that the document under which Tech acquired LTV was not titled “Agreement of Merger” and that it did not refer to the transaction as a “merger.”
The E-Commerce Dimension How might the Internet prevent a prospective acquiring company from unknowingly assuming the liabilities of the disappearing firm on their merger?
A corporation may do business under a variety of names—the name of one of its owners or officers, the name under which it is incorporated, or the name on a sign at its business premises, for
Could a corporation’s former directors or shareholders, or its successors, avoid liability following its informal dissolution by claiming that they did all they felt was necessary to protect its
The Ethical Dimension Did Sartori or Stacy behave unethically toward each other or toward their corporation? Discuss.
The Legal Environment Dimension At the time of the defendants’ appeal, S & S had twelve employees and, according to Stacy, its business was thriving. Should the court have taken these factors into
What rights does Bonsetti have (in most states) as a minority shareholder dissenting to the merger of GVG and Hula Boards? In November 2002, Mario Bonsetti and Rico Sanchez incorporated Gnarly Vulcan
Could the parties have used a short-form merger procedure in this situation? Why or why not? In November 2002, Mario Bonsetti and Rico Sanchez incorporated Gnarly Vulcan Gear, Inc. (GVG), to
What is the term used for Hula’s offer to purchase GVG stock? By what method did Hula acquire control over GVG? In November 2002, Mario Bonsetti and Rico Sanchez incorporated Gnarly Vulcan Gear,
Suppose that after the merger, a person who was injured on a Baked Chameleon board sued Hula(the surviving corporation). Can Hula be held liable for an injury? Why or why not? In November 2002, Mario
Gretz is the chair of the board of directors of Faraday, Inc., and Williams is the chair of the board of directors of Firebrand, Inc. Faraday is a manufacturing corporation, and Firebrand is a
Alir owns 10,000 shares of Ajax Corp. Her shares represent a 10 percent ownership in Ajax. Zeta Corp. is interested in acquiring Ajax in a merger, and the board of directors of each corporation has
Alitech Corp. is a small midwestern business that owns a valuable patent. Alitech has approximately 1,000 shareholders with 100,000 authorized and outstanding shares. Block Corp. would like to have
Saunders Corp. has been experiencing losses for several years but still has valuable fixed assets. The shareholders see little hope that the corporation will ever make a profit. Another corporation,
In 1996, Robert McClellan, a licensed contractor doing business as McClellan Design and Construction, entered into a contract with Peppertree North Condominium Association, Inc., to do earthquake
Trans-System, Inc. (TSI), is an interstate trucking business. In 1994, to provide a source of well-trained drivers, TSI formed Northwestern Career Institute, Inc., a school for persons interested in
In January 1999, General Star Indemnity Co. agreed to insure Indianapolis Racing League (IRL) race cars against damage during on-track accidents. In connection with the insurance, General Star
Paradise Pools, Inc. (PPI), also known as “Paradise Pools and Spas,” was incorporated in 1981.In 1994, PPI entered into a contract with Bromanco, Inc., to build a pool in Vicksburg, Mississippi,
Clara Mahaffey operated Mahaffey’s Auto Salvage, Inc., in Dayton, Ohio, as a sole proprietorship. In 1993, Kenneth Stumpff and Mahaffey’s son, Richard Harris, joined the firm. Stumpff ran the
Topps Co. makes baseball and other cards, including the Pokemon collection, and distributes Bazooka bubble gum and other confections. Arthur Shorin, the son of Joseph Shorin, one of Topps’s
What If the Facts Were Different? Suppose that further drilling revealed that there was not enough ore at this site for it to be mined commercially. Would the defendants still have been liable for
If Dabit had filed his suit only on his own behalf, rather than on behalf of others, how might the result in this case have been different?
Should class-action suits involving securities be limited further, or are they too restricted now? Why?
The Ethical Dimension Assuming that Craig’s default on the loan was inevitable, what did Berger do that was unethical? Explain.
The Global Dimension Considering that Craig bought goods overseas to sell in the United States, how much blame should the court have attributed to global electronics markets for the banks’ losses?
Would registration with the SEC be required for Dakota Gasworks securities? Why or why not? Dale Emerson served as the chief financial officer for Reliant Electric Co., a distributor of
Did Emerson violate Section 10(b) of the Securities Exchange Act of 1934 and SEC Rule 10b-5? Why or why not? Dale Emerson served as the chief financial officer for Reliant Electric Co., a
What theory or theories might a court use to hold Wallace liable for insider trading? Dale Emerson served as the chief financial officer for Reliant Electric Co., a distributor of electricity
Under the Sarbanes-Oxley Act of 2002, who would be required to certify the accuracy of the financial statements Reliant filed with the SEC? Dale Emerson served as the chief financial officer
Estrada Hermanos, Inc., a corporation incorporated and doing business in Florida, decides to sell $1 million worth of its common stock to the public. The stock will be sold only within the state of
Huron Corp. has 300,000 common shares outstanding. The owners of these outstanding shares live in several different states. Huron has decided to split the 300,000 shares two for one. Will Huron Corp.
TheMart.com, Inc., was conceived in January 1999 to launch an auction Web site to compete with eBay, Inc. On January 19, 2TheMart announced that its Web site was in its “final development” stages
Ronald Bleakney, an officer at Natural Microsystems Corp.(NMC),a Section 12 corporation, directed NMC sales in North America, South America, and Europe. In November 1998, Bleakney sold more than
Scott Ginsburg was chief executive officer (CEO) of Evergreen Media Corp., which owned and operated radio stations. In 1996, Evergreen became interested in acquiring EZ Communications, Inc., which
In 1997, WTS Transnational, Inc., required financing to develop a prototype of an unpatented fingerprint-verification system. At the time, WTS had no revenue, $655,000 in liabilities, and only
Between 1994 and 1998, Richard Svoboda, a credit officer for NationsBank N.A., in Dallas, Texas, evaluated and approved his employer’s extensions of credit to clients. These responsibilities gave
Go to Case 41.2, Merrill Lynch, Pierce, Fenner & Smith, Inc.v.Dabit, 547 U.S.71,126 S.Ct.1503,164 L.Ed.2d 179 (2006), on pages 847–849. Read the excerpt and answer the following questions. (a)
Melvin Lyttle told John Montana and Paul Knight about a “Trading Program” that purportedly would buy and sell securities in deals that were fully insured, as well as monitored and controlled by
Go to this text’s Web site at academic. cengage.com/blaw/clarkson and select “Chapter 41.” Click on “Video Questions” and view the video titled Mergers and Acquisitions. Then answer the
Clearly, continuing to use paper proxy materials and press releases printed on paper has an impact on the environment. Even when the paper is recycled, the sludge from the ink presents a problem.
What might Mixon and the other members of Iberia Surgical have done to avoid the litigation and its ultimate result in this case?
Does the outcome in this case underscore the advantages or the disadvantages of the limited liability company form of business organization? Explain.
The Ethical Dimension Although the court did not find Mellon legally liable to InfoSAGE, could Mellon’s actions be interpreted as unethical? Explain.
The Legal Environment Dimension What fact missing from the circumstances of this case was most important to InfoSAGE’s cause of action and could have led to a different result if it had existed?
What If the Facts Were Different? Suppose that Bracken had signed the credit application “Gary Bracken, president, for 1 Cache, L.L.C.” Would he have been personally liable for the debt to DBL?
The E-Commerce Dimension If Bracken had submitted the application online, with “Gary Bracken, president, for 1 Cache, L.L.C.” typed in the space for a signature, would either he or 1 Cache have
What approaches may APC take in order to invest in the restaurant, and what are the legal implications of each approach? APC, Inc., is a venture capital firm that invests in new businesses to
If APC takes an equity interest, the restaurant will need a new legal organizational form. What form would you recommend? Why? APC, Inc., is a venture capital firm that invests in new businesses
In order to preserve the opportunity for growth and a possible franchise, what legal filings should Newmark’s entity undertake? APC, Inc., is a venture capital firm that invests in new
What is the difference between employee status and independent-contractor status? Which form of employment relationship would be more advantageous to Newmark? Why should employers be cautious
George Overton has plans for establishing a new business with Elena Costanza. They will both be managers, and each will take an annual salary of $50,000.The company will have other expenses of
Amy forms Best Properties, LLC (BP), to own real estate as a long-term investment. BP acquires a 40,000-square-foot warehouse for $500,000, with the financing arranged for, and guaranteed by, Amy.
Lori McKenzie worked as a personnel director for Renberg’s, Inc. She warned the company president that Renberg’s was going to be sued for specific violations of the Fair Labor Standards Act.
Gregory and Dale Stires and Stanley Hall owned and operated the Elk Valley Game Ranch as partners. Hall bought thirty-eight head of elk from Martin Carelli and signed a promissory note agreeing to
Harry Lipson was the president of The Folktree Concertmakers, Inc. To obtain concert advertising in the Boston Globe, Lipson completed the newspaper’s “Standard Application for Credit.” He
Carol Anstett was a salaried, at-will employee of the Plastics Division of Eagle-Picher Industries, Inc. The Plastics Division had an express severance policy under which “salaried employees
J. K. Harris & Co. was a small business that was established to help taxpayers settle delinquent accounts. Harris hired Vicki Dye on February 6, 2001. After several weeks, she was given a
National Distillers Products Co. was founded to market and sell a vodka called Teton Glacier, and the company registered this mark with the U.S. Patent and Trademark Office. National Distillers
Between June 10 and September 23, 1998, Jerry Gieg worked for DDR, Inc., doing business as Courtesy Ford in Portland, Oregon. Gieg was a finance and insurance manager. His duties included verifying
Sean McNamee was the owner of an accounting firm, W. F. McNamee & Co., LLC (WFM), which he founded and formed in Connecticut as a limited liability company (LLC). For federal tax purposes, an LLC
Researchers are attempting to create technology that would allow Web site operators to screen out users from certain geographic areas. What global issues discussed in this feature might be less of a
Assume that the Food and Drug Administration (FDA), using proper procedures, adopts a rule describing its future investigations. This new rule covers all future circumstances in which the FDA wants
Fruitade, Inc., is a processor of a soft drink called Freshen Up. Fruitade uses returnable bottles, which it cleans with a special acid to allow for further beverage processing. The acid is diluted

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