Case summary:A limited liability company was formed by three persons namely J, L and T contributing proportionally. J contributed 60 percent whereas L and T contributed 20% , respectively in its capital formation. The profit share of the company was not decided priorly which resulted in a dispute over the distribution of profits.
To find: The law applicable to the resolution of a dispute regarding the distribution of profit in an LLC.
Case summary:A limited liability company was formed by three persons namely J, L and T contributing proportionally. J contributed 60 percent whereas L and T contributed 20 % , respectively in its capital formation. The profit share of the company was not decided priorly which resulted in a dispute over the distribution of profits.
To find: The result of not having a specific LLC statute in most of the states.
Case summary:A limited liability company was formed by three persons namely J, L and T contributing proportionally. J contributed 60 percent whereas L and T contributed 20 % , respectively in its capital formation. The profit share of the company was not decided priorly which resulted in a dispute over the distribution of profits.
To find:The ways in which the dispute has been avoided.
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Chapter 17 Solutions
The Legal Environment of Business: Text and Cases (MindTap Course List)
- Companies A and B differ only in their capital structure. A is financed 30% debt and 70% equity: B is financed 10% debt and 90% equity. The debt of both companies is risk-free. a. Rosencrantz owns 1% of the common stock of A. What other investment package would produce identical cash flow for Rosencrantz? b. Guildenstern owns 2% of common stock of B. What other investment package would produce identical cash flows for Guildenstern?arrow_forwardKlinicki and Lundgren, both furloughed Pan Am pilots stationed in West Germany, decided to start their own charter airline company. They formed Berlinair, Inc., a closely held Oregon corporation. Lundgren was president and a director in charge of developing the business. Klinicki was vice president and a director in charge of operations and maintenance. Klinicki, Lundgren, and Lelco, Inc. (Lundgren’s family business), each owned one-third of the stock. Klinicki and Lundgren, as representatives of Berlinair, met with BFR, a consortium of Berlin travel agents, to negotiate a lucrative air transportation contract. When Lundgren learned of the likelihood of actually obtaining the BFR contract, he formed his own solely owned company, Air Berlin Charter Company (ABC). Although he continued to negotiate for the BFR contract, he did so on behalf of ABC, not Berlinair. Eventually BFR awarded the contract to ABC. Klinicki commenced a derivative action on behalf of Berlinair and a suit against…arrow_forwardMr. Ahmed, the general partner of a big furniture store in Muscat is going to contribute a bigger share of money to settle the partnership's liabilities to its creditors. Why Ahmed is going to do so? A. General partners have a distinct legal personality B. None of the choices are correct C. General partners will contribute more because they have more money D. General partners have unlimited liabilityarrow_forward
- A school of thought is of the view that a limited liability company is said to be best in respect of setting up a business, others are of the opinion that a limited liability just shifts the burden of the failure of business to a non-existent person called a company and its creditors.a) with the aid of the Company’s Act 1960, Act 179 and decided cases, discuss what is termed as a limited Liability Company b) According to case law and statute, at what time is a company liable for acts committed byits directors. c) Discuss the Mechanics of Incorporation d) Explain the Ultra Vires Principlearrow_forwardSally and Tom decide to go into business, selling discounted merchandise through their website “e-Buy.” They sign a partnership agreement that requires Sally to contribute $12,000 and Tom to contribute $8,000 in capital to start the firm. The agreement also states that only Sally will have the authority to bind the partnership in deals with third parties, but the agreement says nothing about the management of the firm or a division of profits. Without Sally’s knowledge, Tom tells United Computer Products, Inc., that he represents the firm and signs a contract with United to buy hard drives for resale on e-Buy. In the first year, e-Buy makes a profit of $50,000. What are the partners’ rights with respect to the management of the firm? Is the partnership bound to the contract with United? Do the partners split the first year’s profits? If so, how much is each entitled to?arrow_forwardart IScenario IAgroVate, a Delaware corporation, is the target of a bid from Bijoux. Bijoux had originally approached AgroVateâs board with an offer to buy the company, but AgroVate turned down the offer. Now, in newspaper ads and direct mail to shareholders, Bijoux has initiated a tender offer to shareholders well above market price.The Board of Directors of AgroVate consists of the three Maxxo brothers, Happy, Dopey and Sleepy, as well as eight other directors who are not related to the Marx Brothers. AgroVateâs bylaws provide that eight directors constitute a quorum.Manly Pearson, the president of Bijoux, wants to take control of AgroVate and merge it with Bijoux. He plans to replace the current board and sell off AgroVateâs widget finishing division, which he thinks is dragging the company down. Pearson has no interest in the widget business; Bijoux makes service uniforms; Pearson simply sees the takeover as a business…arrow_forward
- 45) What is a disadvantage of partnerships over sole proprietorships? A. In partnerships, profits have to be shared, whereas in sole proprietorships all profits belong exclusively to the owner. B. Unlike sole proprietorships, partnerships do not face any regulatory controls that affect their activities. C. In partnerships, all owners have unlimited liability, whereas in sole proprietorships they have limited liability. D. Unlike a sole proprietorship, a partnership is terminated when a partner dies or withdraws. E. In sole proprietorships, the owners have access to more funds than in partnerships.arrow_forwardThe following statements are true, except * -A limited partner is liable for partnership debts up to the extent of his capital contribution -An industrial partner can also be a capitalist partner at the same time. -An industrial partner who engages in business for himself can be excluded from the partnership. -A capitalist partner may engage in the same line of business as that of the partnership -answer not given The following partnership accounts represent a liability of a partner to the partnership, except * -Receivable from partner -Loan to partner -Due from partner -all of the above -answer not given A partner’s capital account is credited for the following transactions, except * -Share in net income -loan from the partner -Original and additional investment -both A and C -answer not givenarrow_forwardMerrill Lynch employed Post and Maney as account executives. Both men elected to be paid a salary and to participate in the firm’s pension and profit-sharing plans rather than take a straight commission. Thirteen years later, Merrill Lynch terminated the employment of both Post and Maney. Both men began working for a competitor of Merrill Lynch. Merrill Lynch then informed them that all of their rights in the companyfunded pension plan had been forfeited pursuant to a provision of the plan that permitted forfeiture in the event an employee directly or indirectly competed with the firm. Is Merrill Lynch correct in its assertion? Why or why not?arrow_forward
- Muller, a shareholder of SCM, brought an action against SCM over his unsuccessful negotiations to purchase some of SCM’s assets overseas. He then formed a shareholder committee to challenge the position of SCM’s management in that suit. To conduct a proxy battle for management control at the next election of directors, the committee sought to obtain the list of shareholders who would be eligible to vote. At the time, however, no member of the committee had owned stock in SCM for the six-month period required to gain access to such information. Then Lopez, a former SCM executive and a shareholder for more than one year, joined the committee and demanded to be allowed to inspect the minutes of SCM shareholder proceedings and to gain access to the current shareholder list. His stated reason for making the demand was to solicit proxies in support of those the committee had nominated for positions as directors. Lopez brought this action after SCM rejected this demand. Will Lopez succeed?arrow_forwardSECTION D Read the following extract and then answer the question belowA client is interested in setting up a business and does not know which form of business to use. He has been told that he can form a sole proprietorship, or partnership, or a limited liability company. He comes seeking for business advises on the advantages and disadvantages of a registered company. Make a comparison between a sole proprietorship, partnership, and a limited liability company.arrow_forwardTo Partner or Not to Partner John Willis, who is 27 and single, had just completed his fifth year of employment as a carpenter for a very small homebuilder. His boss, the sole owner of the company, is Tyrone Young. A few days ago, Tyrone asked John if he would like to become a partner, which he could do by contributing $70,000. In turn, John would receive 40 percent of all prof- its earned by the business. John had saved $30,000 and could borrow the balance from his grandmother at a low-interest rate, but he would have to pay her back within 15 years. John was undecided about becoming a partner. He liked the idea but he also knew there were risks and concerns. He decided to talk to Tyrone at lunch. Here is how the conversation went. John: I've been giving your offer a lot of thought, Tyrone. It's a tough decision and I don't want to make the wrong one. So I'd like to chat with you about some of the problems involved in running a business. Tyrone: Sure. I struggled with these issues…arrow_forward
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