Table of Contents
I.) INTRODUCTORY PRINCIPLES 2
A.) Efficiency and Other Concepts 2
B.) Agency and Partnership Law 2
II.) INTRODUCTION TO THE CORPORATE FORM 16
A.) Formation and Structure 16
B.) Debt, Equity, and Valuation 22
III.) CONTROL OF CORPORATE DECISIONS 32
A.) The Role of the Shareholder 32
B.) Management Obligations 50
1.) Duty of Care 51
2.) Duty of Loyalty 56
3.) Duty of Fairness: Parent-Subsidiary Relationships 63
4.) Duty of Good Faith 64
5.) Management Obligations Under Federal Securities Laws 67
C.) Shareholder Litigation 76
IV.) Structural Changes 85
A.) Transactions in Control 85
B.) Mergers and Acquisitions 86
1.) Mergers 87
2.) Sale of Assets 93
3.) Asset Purchase or Tender Offer 94
C.)
…show more content…
o Voluntary exchange is a prerequisite
o Weakness: there is a societal imbalance in the distribution of resources, and it is virtually impossible for courts/legislatures to make important decisions that do not make someone worse off
▪ Kaldor-Hicks Efficiency: (Business law model) *Increases aggregate well-being* Fairness model
• An act/rule is efficient (leads to overall improvement in social welfare) if at least one party would gain from it after all those who suffered a loss as a result of the transaction or policy were fully compensated (but those who suffer do not actually have to be compensated).
o Wealth-maximization model that takes externalities into account. Potential improvement (not actual payment) is required.
o Weakness: doesn’t speak to legitimacy of initial distribution of wealth; ignores the actual distributional consequences of policies and difficulty of accurately measuring external effects.
• Theories of the Firm
o Coase Theorem: A firm exists because, in a world of positive transaction costs, it is sometimes more efficient to organize
1. Assume that the state of Ohio passed a hazardous waste statute, seeking to protect the general public and workers. The state statute did not violate the Commerce Clause because it imposed no restriction on interstate commerce. Both the state statute and the federal Occupational Safety and Health Act (OSHA) established job safety standards and specified worker training and employer licensing, but the requirements differed. Which statute(s) Ohio corporations had to obey? Pick the best ANALYSISwer.
1.What are conversion factors? Why were conversion factors developed? How do they impact on which bond is cheapest to deliver? Under what conditions would there be no cheapest to deliver? Explain in detail.
1. Give an example of a case that would fall under diversity jurisdiction. Explain all of the key elements of such a case.
The last issue concerning wealth inequality is the health and well being of the lower class. The high rates of social problems: lower rates of performance in school, life expectancy, incarceration, teenage pregnancy along with health problems like obesity and heart disease are directly effected by the United States high inequality. The reason for poor school performance is that children of the lower class typically do not plan on going to college because they cannot afford it. If they do not plan on going to college, they don’t believe there is a reason to put a lot of effort and succeed in high school.
case brief---Gregory, a comedy writer, entered into a contract with Wessel, a comedian. The contract provided that Gregory would provide Wessel with a 15 minute monologue for his upcoming appearance on the comedy hour and Wessel will pay $250 to Gregory. All performers could make $500 per appearance on the comedy hour. and when Wessel was scheduled to aper on the comedy hour, Gregory informed him that he was unable to provide the monologue, because last time Wessel was asked to make special guest appearances at three local comedy clubs performance during the comedy hour. and Wessel bought lawsuit to Gregory for beach of contract and request damages of $1250.
3. For a crime to be committed, the prosecutor must be able to prove a criminal intent and an overt act to carry out that intent. Jack and Mary agreed to rob a series of banks. Prior to beginning their bank robbery spree, they were arrested and charged with criminal conspiracy. What act did Jack and Mary do that justifies a finding that they committed the crime? Explain.
In this task, Customer of Legislation, I will discuss the five main acts of parliament that the legislations are made for the business. The legislation is a law, which there are five for businesses, which everyone must follow the law, however, the ideas of Laws in a business are made by the government to make sure customers of a business are protected from a business by the five Acts of Parliament. These Laws of parliament will make sure the Business follows the rules for customer’s protection purposes. However, if they don’t follow the rules, the customers could be harmed; the businesses must be honest to customers; the business must not take advantage of customers.
In the case of Anthony, a New Jersey resident and owner of a waste disposal company in the state of New Jersey, and his two business associates, Paul and Silvio, whom suffered severe injuries due to a motor vehicle accident caused by a negligent truck driver; they have great standing to sue against the neglectful driver and the company associated with the ownership of the vehicle. Regardless of the diversity of their residency/ citizenship, the affected party can proceed to sue the corporation responsible for the damages caused by their staff and property; reason being that they are protected under the Constitution’s diversity of citizenship, and the privileges and immunities clause. Furthermore, these two constitutional clauses in addition to the commerce clause, dictate the court that the matter needs to be brought to.
In this paper I will be discussing the wealth gap. I will also be discussing if there should be a “special” tax to redistribute the wealth. I hope to enlighten the reader of the issue of the wealth gap, and if a tax would help.
Please answer the questions posed at the end of each case study in essay form. Each essay will be judged on your capacity to present strong, logical discussions that support your conclusions.
The ______ approach to business and society introduced in the text is a descriptive framework that integrates legal and societal considerations with mainstream theories of competitive advantage and social
Thereby, there are no natural rights and people are put into a social hierarchy based on the type and amount property owned. Once a social hierarchy is enabled, an abundance of social inequality follows.
Ending a relationship is rarely a pleasant experience. Many people envision a divorce as being one of the worst things they could have to endure. Splitting up property, agreeing to child custody and other aspects of ending a marriage can be traumatic.
“The rich get richer, and the poor get poorer” is an aphorism elicited from the topic of economic inequality. Over the past decades, economic inequality has been rising and at an increasing rate, expanding the gap between the rich and the poor. The direct relationship between inequality and poverty has shown that while inequality increases, so too does poverty. Increased inequality is harmful for economic growth and its effects also bear social implications. Although there are arguments on the consequences of wealth redistribution and its unintended impact on economic growth, wealth should be redistributed to reduce inequality and poverty, sequentially leading to more economic development and a higher standard of living for society.
Corporation origin from the Latin word Corpus which means body. It is formed by a group of people and has separate rights and liability from those individual. In any means, corporation exists independently from its owner and this principle is called the doctrine of separate personality. Doctrine of separate personality is the basic and fundamental principle in a Company Law. This principle outline the legal relationship between company and its members. Company’s assets belong to the company not the shareholders as assets are the equity for creditors. Company must use up all its assets to pay off the creditors if it became insolvent. The same applies to the corporation’s debts. For limited liabilities company, the shareholder liability is limited which means that the shareholder is restricted to the number of shares they paid and not personally liable for the corporation’s debts. If the company does not have enough equity to pay off debts, the creditors cannot come after the shareholders. However, limited liability company can be very powerful when in hands who do fraud and on defeating creditors’ claims. Courts then can ignore the doctrine for exception cases and lifting the corporate veil. Lifting the corporate veil is a situation where courts put aside limited liability and hold a corporation’s shareholders or directors personally liable for the corporation’s debts.