Case summary: Two people JK and MT were involved in a case in a Texas state court. Both of them alleged each other for fraud and misconduct to obtain the control of the company C. The person JK formed a company KR whose most of the shareholders were that of the company C. Meanwhile, he filed a petition for Chapter 7 liquidation in the bankruptcy court and failed to inform the court about his interest in the company KR. Though the person JK’s share belonging to that of the company C was passed to the bankruptcy trustee, he called a meeting of the shareholders of the company C in which the person MT was not included and voted those shares for removing the person MT from the board. The company C board then dismissed the company C’s claims against the person JK in the case with the person MT.
To find:The sufficient grounds for the bankruptcy court to dismiss the person JK’s bankruptcy petition.
Want to see the full answer?
Check out a sample textbook solutionChapter 15 Solutions
The Legal Environment of Business: Text and Cases
- 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_forwardExplain limited-liability company (LLC).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_forward
- Smith, a shareholder, filed suit against the board of directors of a corporation in which he had owned stock. Smith claimed that he and other shareholders had not received top dollar for their shares when their corporation had merged with another. Consequently, they sought either a reversal of the merger or payment from the directors to make up for their losses. The directors, Smith argued, had violated their duty of due care because they based their decision on a 20-minute speech by the CEO. Also, the directors had not even looked at the merger documents, let alone studied them. Furthermore, the directors had not sought any independent evaluation by outside experts. For their part, the directors argued that because their decision was made in good faith and was legal, they were protected by the business judgment rule. Were the directors correct?arrow_forwardPritchard & Baird was a reinsurance broker. A reinsurance broker arranges contracts between insurance companies so that companies that have sold large policies may sell participations in these policies to other companies in order to share the risks. Charles Pritchard, who died in December 2011, controlled Pritchard & Baird for many years. Prior to his death, he brought his two sons, Charles Jr. and William, into the business. The pair assumed an increas ingly dominant role in the affairs of the business during the elder Charles’s later years. Starting in 2008, Charles Jr. and William began to withdraw from the corporate account ever-increasing sums that were designated as “loans” on the balance sheet. These “loans,” however, represented a significant misappropriation of funds belonging to the corporation’s clients. By late 2013, Charles Jr. and William had plunged the corporation into hopeless bankruptcy. A total of $12,333,514.47 in “loans” had accumulated by October of that…arrow_forwardThe client seeks advice concerning the actions of the majority stockholder in a small corporation. The majority stockholder owns 58 percent of the stock, and the client and another shareholder together own 42 percent. The majority stockholder controls the board of directors and is president of the corporation. He refuses to allow the corporation to issue any stock dividends. Until recently, the client and the other minority stockholder worked for the corporation. Last month, the majority stockholder fired the client and the minority stockholder. What sections of Am. Jur. 2d discuss this topic?arrow_forward
- Xavier and Ciara form a corporation to provide cleaning services to local businesses. After two years of trying to make a go of the business, the profits they had hoped for are just not there. Xavier and Ciara decide to dissolve the corporation and go their separate ways. To terminate the corporate entity, Xavier and Ciara must: Choose three. -Pay the corporate debts and distribute remaining funds to themselves -File articles of dissolution with the state -Seek a court order for dissolutoin -Vote to terminatearrow_forwardJoseph, a shareholder, wishes to sell his shares and has received an offer from Peter, who is not a shareholder, to buy shares well above the original price. Melissa, an existing shareholder, is adamant that she should be allowed to purchase Joseph’s shares at the original price. Joseph is the only shareholder who currently holds less than 5% of the shares of Spades Limited Advise Karen and Melissa.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
- describing a Limited Liability Company (LLC) business that would created. Indicate a specific provisions that would be include in the LLC's Articles of Organization.arrow_forwardWallace owned 50.25 percent of the shares of Capital Credit & Collection Service (CCCS), with Jones and Gaarde each owning 24.8 percent. Those three shareholders also constituted the board of directors. At a directors’ meeting, a majority of the directors—that is, Jones and Gaarde—removed Wallace as president and elected Jones president and Gaarde secretary of the corporation. The following month at a shareholders’ meeting at which Gaarde was absent, Wallace voted his majority of the shares to remove Jones and Gaarde as directors of the corporation and to replace them with Roberts and Smith. Under the Oregon Business Corporation Act, a valid shareholders’ meeting required a quorum of shares equal to a majority of the shares unless a different quorum is provided in the articles of incorporation. CCCS, however, in its corporate bylaws, had a requirement that a quorum for a shareholder meeting was equal to 100 percent of the shares. Wallace had agreed to the bylaw as a shareholder and…arrow_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
- BUSN 11 Introduction to Business Student EditionBusinessISBN:9781337407137Author:KellyPublisher:Cengage LearningEssentials of Business Communication (MindTap Cou...BusinessISBN:9781337386494Author:Mary Ellen Guffey, Dana LoewyPublisher:Cengage LearningAccounting Information Systems (14th Edition)BusinessISBN:9780134474021Author:Marshall B. Romney, Paul J. SteinbartPublisher:PEARSON
- International Business: Competing in the Global M...BusinessISBN:9781259929441Author:Charles W. L. Hill Dr, G. Tomas M. HultPublisher:McGraw-Hill Education