Jones purchase the stock of Smithon outright leaving Smithon intact? The stock should not be purchase by Mr. Jones. Mr. Jones acquiring the assets, liabilities and also would inherit the contractual obligations of the selling corporation, would, be the results of the purchase. In lay terms, he has bought the existing Smithon Corporation and he is responsible of ensuring daily operations run efficiently but the tax aspect of acquisition he is responsible for existing and any future tax liabilities that the selling corporation had. It would be my advice for Mr. Jones to not buy the stock because of the liability of current and future tax obligations which Mr. Jones would incur from the purchase of the stock.
An corporations liability is limited to its assects, so the owner or the shareholders are protected from personal claims unless they commit fraud. Now because Tom did not follow the law of an incorporation by having corporate minutes his company has commited fraud. The court will see a case of fraud and In my opinion will lose the
The issue is did Harry and Hermione breached their directors duty to prevent insolvent trading by a company under s 588G. In the Corporation Act s9 a director of a company or other body means: a. A person who: I. Is appointed to the position of a director; or II. Is appointed to the position of an alternative director and is acting in that capacity regardless of the name that is given to their position; and b.
A market is considered an oligopoly when a few large companies control a large segment of the market. A Pure Monopolistic Market or Pure Monopoly occurs when there is only one company that creates a product or good and there are no substitutions available. Industrial Regulation are intended to curb the
in distinguishing an employee from an independent contractor"); Merchants, 580 F.2d at 972-73 (same); Restatement (Second) of Agency § 220 (1957) (common law agency principles). Although courts must look to the totality of the circumstances, "[t]he essential ingredient of the agency test is the extent of control exercised by the `employer.' It rests primarily upon the amount of supervision that the putative employer has a right to exercise over the individual, particularly regarding the details of the work." SIDA, 512 F.2d at 357(internal quotation marks and citation omitted). Additional factors that are relevant to this determination include "entrepreneurial aspects of the individual's business; risk of loss and opportunity for profit; and the individual's proprietary interest in his business."
Are there any disadvantages? Please explain. Companies limited by shares Advantages Disadvantages Members have limited liability Expensive to set up and maintain Separate legal entity Limited management roles for members Transferability of shares Control of the company can change Continuous life Strict reporting and disclosure requirements Taxation benefits Penalties imposed on defaulting officers Easier access to capital More onerous legal compliance issues Partnerships Advantages
Lach v. Man O’War, LLC ISSUE(S): Was the restructuring of the Partnership business form invalid? Was the restructuring a conversion that violated KRS 275.370 and did the restructuring made it not feasible for the partnership to continue with business therefore violating KRS 362.490? RULE(S): KRS 275.370 in part states that a partnership or limited partnership may be converted to a limited liability company if it is approved by all the partners or by a number or percentage specified for conversion in the partnership agreement or, in the case of a limited partnership, by all the partners, notwithstanding any provision to the contrary in the limited partnership agreement. KRS 362.490 in part states that a general partner has all the rights and power and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent of the specific act by all the limited partners, a general partner or all the general partners have no authority. They cannot do any act that will make it impossible for them to carry on the business of the partnership.
4. For which of the following would a shareholder derivative action be appropriate? a) The shareholder alleges that the corporation has violated the shareholder’s preemptive right. b) The shareholder alleges that the board of directors has imprudently managed the corporation. c)
I believe that this concern should be left to the company owners as individuals. Personally, I don’t agree with the fact that the way America gets other countries to bend over backwards is by threatening to cut off financial business ties. I feel that America is trying to gain control of the world by doing so. However, I do agree that any sort of discrimination is unethical and should not be tolerated. That is something that each countries governments should have control over, not a foreign country that threatens to cut off business associations.
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