The stockholder’s argued: (1) the plaintiff’s certificate of incorporation does not expressly authorize the contribution, and under common-law principles the company does not possess any implied or incidental power to make it, and (2) the New Jersey statutes which expressly authorize the contribution may not constitutionally be applied to the plaintiff, a corporation created long before their enactment. Issue: Does the corporation possess any implied or incidental power to make the contribution? Holding: Yes.
For Pharma to survive and become viable it was obvious that some decisions had to be made, but was the sale of the assets in the best interest of the corporation, or was it in the best interest of Adams and Barker? One can only conclude that the directors violated all their duties of financial interests, care and rational belief and were not acting with best information and, thus, cannot be shielded by the business judgment rule. 7. What type of lawsuit, derivative or direct, would be filed by Cornelius
United State – 487 U.S. 99 (1988)” (Braswell v. United States, 487 U.S. 99) the Fifth Amendment would not apply. Braswell incorporated both companies and the “courts have recognized that corporations exist as a separate legal person” (Melvin, 2011, pg. 554). The details of corporate records are not privilege under the Fifth Amendment and “a corporation does not have a Fifth Amendment privilege against self-incrimination” (Braswell v. United States, 487 U.S. 99). Conclusion In this case the courts make it clear that there is absolutely no instance where documents related to a corporation or any person connected to the corporation would be able to rely upon the Fifth Amendment against self-incrimination.
The carrier challenged Reardon’s standing (right) to sue claiming that the original contract said Reardon had no liability to pay for the merchandise until after it was received and sold by Reardon. Therefore, Oceanic Carriers argued, it was the seller, Ressorp, Inc. who should have brought the suit, not Reardon. Is Oceanic correct? Explain why or why
Because the law of the foreign country is the only law that can be enforceable contracts are only as good as the backing of the country's backing and are only binding in that instance. A country can stop all transactions from that business if they file lawsuit on that country (Melvin, 2011). What factors could work against CadMex's decision to grant sublicensing agreements? An organization that has too many sublicensing agreements and does not have sufficient sub paragraphs could find difficulties enforcing the sublicensing agreement. The organization could experience lawsuits if any of the contracted workers have any problems and could leave the organization liable for damages When the local customs and laws conflict with the customs and laws of an organization operating abroad which should prevail?
The Plaintiffs obtained a judgment against the English company in the American courts, but as Cape had no assets left in the U.S., they then sought to enforce the judgment against the principal company in the group in the English courts. Judgment The court accepted that the purpose of the corporate group structure set up by Cape Industries had been used specifically to ensure that the legal liability of a particular subsidiary would fall only upon itself and not the parent company in England. The court held that: "Whether or not this is desirable, the right to use a corporate structure in this manner is inherent in our corporate law. ... in our judgement Cape was in law entitled to organise the group's affairs in that manner ..." Subsequent to the decision (which has been followed), English law on this subject is accepted to be that the court may only pierce the corporate veil in the following circumstances: 1. when the court is construing a statute, contract or other document; 2. when the court is satisfied that the company is a
In a 5-4 decision, the Supreme Court ruled in Citizens United vs. Federal Election Commission (2010) that the First Amendment prohibits the government from limiting the amount of money corporations and unions spend on independent political expenditures. The majority stated that an association of individuals (i.e. corporations) retains the same First Amendment rights as individuals themselves do. Additionally, the majority argued that one’s identity is irrelevant in regards to freedom of speech; in other words, a corporation with billions of dollars in revenue has the same, unrestricted freedom of speech protections as common individuals do. Essentially, the majority stated that it is not up to the courts or legislature to impose campaign spending
A C Corporation is considered an entirely separate entity and those that make up the company such as officers, directors, managers, and shareholders are not personally liable for the acts of the company. This is the main advantage of a C Corporation. A disadvantage is that profits of the corporation are taxed at two different levels. One at the corporate level and then another on the dividends of the shareholders. · Liability-A C Corporation has limited liability in that it is seen as a separate entity from the owners, which in turn protects their personal assets from being taken to pay for the company’s debt or liability losses.
According to the Latin maxim “nemo dat quod non habet” set out in S21(1) of the Sale of goods Act 1979 the seller cannot pass to a buyer a better title to the goods than he himself possesses. This is an indication that English law generally opts to safeguard the rights of the true owner although there have been attempts to tip the scales in favour of the private purchaser. There are exceptions set out in the SGA, which protect the rights of third parties who have bought the goods from a non-owner without knowledge of the fraud. One of those exceptions is contained in S27(1) of the Hire Purchase Act 1964 which awards a good title to a private purchaser, who buys from a hirer a motor vehicle subject to a hire purchase or conditional sale agreement. According to S27(2) he must do so in good faith, without any notice of the hire purchase agreement.
1. Is it ethical for a CPA or CPA firm to help companies “manage” their reported earnings and financial condition? First assume that the CPA or CPA firm is serving as a consultant, and then assume that the CPA or CPA firm is serving as the given entity’s independent auditor. Defend your answers. In my opinion, it is not ethical for a CPA or CPA firm to help companies “manage” their reported earnings and financial condition.