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31. Know that a partnership agreement usually includes, the division of profits and losses between the partners, partnership salaries or withdrawals, the duties of the partners, all the responses are correct.

When it comes to partnerships Alex, Bill, Carl, and Devon will have two options- a general partnership or a limited partnership. Partnerships are beginning to be a business form of the past. Once upon a time, partnerships were “the default form of business and provided the benefit of pass-through taxation, but lacked the important feature of limited liability” (Chrisman, 2010, p. 465). In a general partnership, each partner associated with the entity will be held liable for their own business decisions as well as

4. Who are the stakeholders in this situation and what, if any, obligations do they have?

E) Does the agreement between Photolab Ltd and Photoproduction Ltd require the approval of shareholders? If so, why? (8 Marks)

both a and b (Yes.  The corporate structure provides for limited liability and ease of transferring ownership.)

The continuity of his company would be greater than his current sole proprietorship, by would be governed by his state laws. Without knowing the state he would be creating the LLC in, we can only state that he would be able to include options in the governing documents giving his family a change to buy his share if he does die, which would greatly disrupt the company’s operations. He

Longevity/Continuity- The partnership would keep operating outside of the limited partner's death, as per usual, however, if a general partner dies, and the agreement hasn't covered the possibility of their death and also agreed that the business will keep running past the death of a general partner, the partnership will immediately dissolve.

In the case Pastizzi Café Pty Ltd v. Hossain (No 4) NSWSC 808 (28 July 2011) there is a relatively straightforward conflict involving five principals (three individuals and two corporate entities) in which a number of legal issues come to the fore. Briefly, the events in question occur over the span of nearly five years and involve a partnership between Deborah Ross, Leonard Ross and Miraj Hossain to own and manage Pastizzi Café Pty Ltd. Though the case is straightforward, the events are somewhat convoluted--in sum, Ms Ross is guarantor of the start-up costs and in April 2007, Ms Ross and Mr. Hossain receive $1 share in the new company, Mr. Ross, for other legal reasons, does not receive a share (Pastizzi Café v Hossain, 3,4). Eventually, Mr. Hossain and his company, Talukder Enterprises Pty Ltd make the claim that Mr. and Ms Ross are making all management decisions, but that this is illegal since he argues that Mr. Ross is not a partner, shareholder or director. Mr. and Ms. Ross vehemently disagree. (Pastizzi Café v Hossain, 4, 5). Further, Mr. and Ms Ross argue that Mr. Hossain agreed in a meeting on 12 November 2010 to sell his third of the partnership, and there arose a question as to the value of the business. (Pastizzi Café v Hossain, 5). On February 7, 2011, Mr. Hossain locks both Mr. and Ms. Ross out of the restaurant and establishes his own business on the property. Both sides seek damages.

They can also form a partnership, which is a type of business in which co-owners share the costs and work together to attract customers. As general partners, they would manage the business together and share profits, debts, and obligations associated with it. If Helena and Francine form a limited partnership, they could bring in other limited partners who help fund the

1. Consider Dunlap’s statement on page 3 of the case: “Stakeholders! Every time I hear the word, I ask how much did they pay for their stake? There is only one constituency I am concerned about and that is the shareholder primacy? Do you agree or disagree with Dunlap’s view of shareholder primacy? Explain

1. Consider this scenario. You and four friends have developed a new environmentally friendly heater. You all have extensive business experience. Together, you have established a new company, Green Heaters Pty Ltd ACN 512 302 XXX, which will manufacture and sell the new heater to wholesalers. The five of you will comprise the board of directors.

(a) owns, directly or indirectly, not less than 10 per cent of the issued shares of any class of the capital stock of the employer or of any other corporation that is related to the employer,

a. Should Mr. Jones purchase the stock of Smith outright, leaving Smithon intact? What about issuing debt in his Johnson Services company to pay for the Smith Company--would that raise debt to equity issues?

According to the (UPA (1997) (Amended 2013), when two people agree to share the control of a business and split the profits then a partnership has been formed (p. 11). Advantages are: creation is easy, income is personal income and losses can be deducted from taxes. Disadvantage: Each partner is personally liable for all losses, to include those of your partner (Kubasek et. al, 2016, p. 442). Shania’s lawyer points out here that in order for a standard partnership to work her husband would have to agree to accept personal liability for the debts of the partnership which isn’t in-line with his wishes. However, the lawyer informs Shania of a special type of partnership known as “limited partners. According to (Kubasek et. al), a limited partnership is established when the general and limited partner have an agreement. The limited partner’s role is to be simply a capitol investor and they have no liability for the partnership (2016). Shania’s lawyer tells her in this type of partnership the limited partner pays taxes on their share of the business profit but has no involvement in the management of the business. This option falls in line with Shania’s husbands wishes to only be an investor. However, the lawyer cautions Shania that

Lee’s Air Farm’s Limited, Lee formed a company with a share capital of three thousand pounds, of which 2999 pounds were held by Lee. He was also the sole governing director. In his capacity as the controlling shareholder, Lee exercised full and unrestricted control over the affairs of the company. Lee was qualified pilot also and was appointed as the chief pilot of the company under the articles and drew a salary for the same. While piloting the company’s plane he was killed in an accident. As the workers of the company were insured, workers were entitled for compensation on death or injury. The question was while holding the position of a sole governing director could Lee also be an employee of the company. It was held that the mere fact, someone was the director of the company was no obstruction to his entering into a contract to serve the company. If the company was a legal entity, there was no reason to change the validity of any contractual obligations which were created between the company and the deceased. The contract could not be avoided merely because Lee was the agent of the company in its negotiations. Accordingly, Lee was an employee of the company, and, therefore, entitled to compensation