The Legal Environment of Business: Text and Cases (MindTap Course List)
10th Edition
ISBN: 9781305967304
Author: Frank B. Cross, Roger LeRoy Miller
Publisher: Cengage Learning
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Chapter 16, Problem 7BCP
Summary Introduction
Case summary: The
To find : The notice of the tax sale is sufficient.
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Explain limited-liability company (LLC).
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Chapter 16 Solutions
The Legal Environment of Business: Text and Cases (MindTap Course List)
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- Case D: Governance Corporation, Bl corporation, and Susan Schultz, president and principle shareholder of TBI, agreed to form a new corporation, Model Board. TBI and Governance were in the business of providing unique guidance formats and analysis tools for advising boards of directors on governance issues. Mark Schlussel was supposed to take care of the formalities involved in incorporating Model Board. When little progress was made in gaining financing for Model Board, Schultz announced that TBI intended to take on some business opportunities that Model Board had intended to pursue. Model Board sued TBI for interference with its business opportunities. TBI moved to dismiss on the grounds that Model Board had no capacity to sue because it had never been incorporated. Is a court that adheres to the historical approach likely to dismiss this suit because Model Board has no corporate existence? Explain.arrow_forwardSebastian, Wyatt, and Mathew are close friends who graduated with master's degrees in accounting from an Ivy League institution. Instead of seeking employment, the friends decided to create their own accounting business. At their initial meeting, the friends could not decide whether to form a partnership or a limited liability company. You were approached as a company law student for advice on the type of business that would be appropriate for the friends. A) Assume the friends opted to create a partnership, and has asked for your assistance in creating a Partnership deed; create a partnership deed that includes at least six terms that the friends may use to guide the functioning of their firm. The terms should be detailed enough to be legally binding and should be original.arrow_forwardIf within 60 days from the approval of corporation action by stockholders, the dissenting stockholder and the corporation cannot agree on the fair value of the shares, who shall determine the price of shares? * Three disinterested persons, one named by the stockholder, another named by the corporation and the third chosen by the two whose decision by majority is binding and final The dissenting shareholder The Securities and Exchange commission The Commercial Courtarrow_forward
- To 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_forwardAy-Bee-Cee-Dee Corp. has filed a Subchapter S election under the Internal Revenue Code for taxation purposes. As you know, S corporations are allowed only a limited number of shareholders and, regardless of the number, certain types of entities, including other corporations, cannot be shareholders in S corporations. Carter wants to transfer his shares of Ay-Bee-Cee-Dee Corp. to CarCor, Inc., a corporation that he and his brothers own. If Able, Baker, and Dennis want to preserve their Subchapter S election and, thus, block the transfer of Carter's shares to CarCor (without being stuck having to purchase Carter's shares themselves), which of the following transfer restrictions would best allow them to accomplish their goal?arrow_forwardAy-Bee-Cee-Dee Corp. has filed a Subchapter S election under the Internal Revenue Code for taxation purposes. As you know, S corporations are allowed only a limited number of shareholders and, regardless of the number, certain types of entities, including other corporations, cannot be shareholders in S corporations. Carter wants to transfer his shares of Ay-Bee-Cee-Dee Corp. to CarCor, Inc., a corporation that he and his brothers own. If Able, Baker, and Dennis want to preserve their Subchapter S election and, thus, block the transfer of Carter's shares to CarCor (without being stuck having to purchase Carter's shares themselves), which of the following transfer restrictions would best allow them to accomplish their goal? Multiple Choice Right of first refusal Consent restraint Provision disqualifying purchasers Buy-and-sell agreement Option agreement Right of first refusal Consent restraint Provision disqualifying purchasers Buy-and-sell agreement Option agreementarrow_forward
- Ay-Bee-Cee-Dee Corp. has filed a Subchapter S election under the Internal Revenue Code for taxation purposes. As you know, S corporations are allowed only a limited number of shareholders and, regardless of the number, certain types of entities, including other corporations, cannot be shareholders in S corporations. Carter wants to transfer his shares of Ay-Bee-Cee-Dee Corp. to CarCor, Inc., a corporation that he and his brothers own. If Able, Baker, and Dennis want to preserve their Subchapter S election and, thus, block the transfer of Carter's shares to CarCor (without being stuck having to purchase Carter's shares themselves), which of the following transfer restrictions would best allow them to accomplish their goal? Multiple Choice Provision disqualifying purchasers О Right of first refusal Option agreement О Consent restraintarrow_forwardThe board of directors of a corporation: Do not have the power to bind the corporation to contracts, due to lack of mutual agency. May not also be executive officers of the corporation, due to the separate entity principle. O Are responsible for and have final authority for managing corporate activities. Are responsible for day-to-day operations of the business.arrow_forward
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