Corporations Law

Most equity carve-outs do not require shareholder approval and require only approval by the parent company’s and subsidiary company’s boards of directors. More complicated corporate law considerations, particularly those related to fiduciary duties, typically arise following the closing of an equity carve-out, especially if the parent retains a significant equity interest in the subsidiary.

Mary McDonald, an 86-year-old woman, was frequently complaining about the high cost of maintenance of her house and high property taxes. She decided to cancel her fire insurance to reduce expenses. Mary’s daughter was aware of her mother’s concern about the property, and she took Mary to the lawyer’s office to sign some papers that would protect her mother. When Mary came to the lawyer’s office, she was advised that the paper she was going to sign was the deed to the property. Mary signed a document. Later on, when the municipal tax bill arrived, Mary McDonald was really surprised to see that the property was in her daughter’s name.

10. Dan hires Eve to perform at Dan 's Club, but Eve later breaches the agreement to accept a higher-paying job at First Star Arena. Dan files a suit gainst Eve. The court will most likley: award damages to Dan.

40. Principle of Law: In this case, Esposito hired Excel Construction Company to repair a porch roof. All terms of the agreement were specified in a written contract. And the dispute occurred when Excel had repaired the rear porch roof because in the agreement failed to specify whether it was the front or rear porch that needed repair. Under civil law, two parties here had signed a civil contract in writing. Because the contract failed to specify clearly front or rear porch roof, Excel completed its obligation and didn’t break the contract.

Kudler Fine Foods is a gourmet establishment. The first store was opened in 1998 and was such a success that many more will be opening. This gourmet shop was created in the vision the owner was searching for: a place where gourmet foods can be purchased at an affordable price. Kudler Fine Foods employs many employees. These employees have rights that must be adhered to.

Corporate capacity and authority were essential legal concepts which contained rules for when and how a company ought to be legally recognised as having validly acted and entered into a binding contract with third parties. Broadly speaking, the rules which applied to corporate capacity were the ultra vires doctrine and the doctrine of constructive notice. In regard to the concept of corporate authority, both the ultra vires doctrine and the doctrine of constructive notice also applied however their application was curtailed by the Turquand rule. The Turquand rule therefore only applied when the authority of directors was in question. A definitional overview of the concepts of corporate capacity and authority will be provided below, along with brief description of the doctrine of constructive notice and the Turquand rule.

Mercedes Connolly and her husband purchased airline tickets and a tour package for a tour to South Africa from Judy Samuelson, a travel agent doing business as International Tours of Manhattan. Samuelson sold tickets for a variety of airline companies and tour operators, including African Adventurers, which was the tour operator for the Connollys’ tour. Mercedes and injured her left ankle and foot. She sued Samuelson for damages. Is Samuelson liable?

A dealer sold a new car to Raymond Smith. The sales contract contained language expressly disclaiming liability for personal injuries caused as a result of defects in the car and limiting the remedy for breach of warranty to repair or replacement of the defective part. One month after purchasing the auto, Smith was seriously injured when the car veered off the road and into a ditch as a result of a defect in the steering mechanism of the car.

There is a literal conflict between the state and the federal measures, so that it is impossible to follow both simultaneously.

1. Identify the ethical, strategic, operational, and financial issues in this scenario and list them in priority order from most to least critical.

In this paper, the history and progress of doctrine of ultra vires is explained and has been brought in to understand how the doctrine of ultra vires effects the change made to corporation law from 1 July 1998. In the first part the definition and historic background vein and in second part what progress has happened after 1 July 1998 has discussed. Finally according to whole content of the research the question, wether the doctrine of ultra vires has been substantially abolished or not, has answered.

o Weakness: there is a societal imbalance in the distribution of resources, and it is virtually impossible for courts/legislatures to make important decisions that do not make someone worse off

Traits associated to a psychopath include irresponsibility, manipulation, grandioseness, lack of empathy, asocial tendencies, inability to feel remorse, refusal to take responsibility for one's actions and superficial relations with others. Modern day corporations display every one of the previously listed characteristics. Is it right that an institution, whose power now rivals that of the State that once created it to seek the better welfare of its citizens, display the psychological traits of a dangerous personality disorder? Many say no: there is a rising discomfort with the corporation and its pervasion into every sphere of human life and it is this uneasiness that has prompted many academics to further study the corporation and its

Mrs. Turner has decided to start her own business running a private day nursery. It is

Corporation origin from the Latin word Corpus which means body. It is formed by a group of people and has separate rights and liability from those individual. In any means, corporation exists independently from its owner and this principle is called the doctrine of separate personality. Doctrine of separate personality is the basic and fundamental principle in a Company Law. This principle outline the legal relationship between company and its members. Company’s assets belong to the company not the shareholders as assets are the equity for creditors. Company must use up all its assets to pay off the creditors if it became insolvent. The same applies to the corporation’s debts. For limited liabilities company, the shareholder liability is limited which means that the shareholder is restricted to the number of shares they paid and not personally liable for the corporation’s debts. If the company does not have enough equity to pay off debts, the creditors cannot come after the shareholders. However, limited liability company can be very powerful when in hands who do fraud and on defeating creditors’ claims. Courts then can ignore the doctrine for exception cases and lifting the corporate veil. Lifting the corporate veil is a situation where courts put aside limited liability and hold a corporation’s shareholders or directors personally liable for the corporation’s debts.