The Legal Environment of Business: Text and Cases
10th Edition
ISBN: 9781337535878
Author: Frank B. Cross; Roger LeRoy Miller
Publisher: Cengage Learning US
expand_more
expand_more
format_list_bulleted
Question
Chapter 17, Problem 1BS
Summary Introduction
Case summary:A limited liability company was formed by three persons namely J, L and T contributing proportionally. J contributed 60 percent whereas L and T contributed 20% , respectively in its capital formation. The profit share of the company was not decided priorly which resulted in a dispute over the distribution of profits.
To find: The law applicable to the resolution of a dispute regarding the distribution of profit in an LLC.
Summary Introduction
Case summary:A limited liability company was formed by three persons namely J, L and T contributing proportionally. J contributed 60 percent whereas L and T contributed 20 % , respectively in its capital formation. The profit share of the company was not decided priorly which resulted in a dispute over the distribution of profits.
To find: The result of not having a specific LLC statute in most of the states.
Summary Introduction
Case summary:A limited liability company was formed by three persons namely J, L and T contributing proportionally. J contributed 60 percent whereas L and T contributed 20 % , respectively in its capital formation. The profit share of the company was not decided priorly which resulted in a dispute over the distribution of profits.
To find:The ways in which the dispute has been avoided.
Expert Solution & Answer
Trending nowThis is a popular solution!
Students have asked these similar questions
Matthew Mark and Luke, three auto mechanics, were delighted to start an auto repair businessand decided that they would incorporate a private company to do so. It was to be called Mechanics Ltd. They were short on capital however, so they approached ABC Ltd, a public company, to be a shareholder in their private company. John, the Company Secretary and Accountant for Mechanics Ltd decided that he will not file accounts, because it was a private company. John came to you privately to find out if he is on good ground in not filing accounts.
1. You are required to tell John if he was correct in his decision or not, and give reasons foryour answer, directly from the Companies Act.
2. At the same time, Luke is very disgruntled that the company is planning on going into thebusiness of selling auto parts as well, and said that this is in breach of the Memorandum of Association's Objects Clause which states: "To repair, service and provide diagnostics to all types of motor vehicles, and to…
Dennis is the oldest among the four shareholders and is in the poorest health. He is concerned that upon his death his wife will be stuck with the shares, because there will be no market for them. However, he would like her to be able to use the proceeds from selling the shares for living expenses. For their part, Able, Baker, and Carter like Mrs. Dennis, but are not interested in being co-owners of the business with her. And they certainly do not want her to sell Dennis's shares to an unknown third party. So, they four have agreed that upon Dennis's death, Mrs. Dennis will be obligated to sell one third of the shares to Able, one third to Baker, and one third to Carter. Able, Baker, and Carter agree to buy the shares at a price figured according to a predetermined formula. What kind of transfer restriction is this?
Multiple Choice
Option agreement
Right of first refusal
Provision disqualifying purchasers
Buy-and-sell agreement
Consent constraint
Matthew Mark and Luke, three auto mechanics, were delighted to start an auto repair business and decided that they would incorporate a private company to do so. It was to be called Mechanics Ltd. They were short on capital however, so they approached ABC Ltd, a public company, to be a shareholder in their private company. John, the Company Secretary and Accountant for Mechanics Ltd decided that he will not file accounts, because it was a private company. John came to you privately to find out if he is on good ground in not filing accounts.
You are required to tell John if he was correct in his decision or not, and give reasons for your answer, directly from the Companies Act.
At the same time, Luke is very disgruntled that the company is planning on going into the business of selling auto parts as well, and said that this is in breach of the Memorandum of Association's Objects Clause which states: "To repair, service and provide diagnostics to all types of motor vehicles, and to…
Chapter 17 Solutions
The Legal Environment of Business: Text and Cases
Knowledge Booster
Similar questions
- 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_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_forwardCompanies A and B differ only in their capital structure. A is financed 30% debt and 70% equity: B is financed 10% debt and 90% equity. The debt of both companies is risk-free. a. Rosencrantz owns 1% of the common stock of A. What other investment package would produce identical cash flow for Rosencrantz? b. Guildenstern owns 2% of common stock of B. What other investment package would produce identical cash flows for Guildenstern?arrow_forward
- 7arrow_forwardThe following statements are true, except * -A limited partner is liable for partnership debts up to the extent of his capital contribution -An industrial partner can also be a capitalist partner at the same time. -An industrial partner who engages in business for himself can be excluded from the partnership. -A capitalist partner may engage in the same line of business as that of the partnership -answer not given The following partnership accounts represent a liability of a partner to the partnership, except * -Receivable from partner -Loan to partner -Due from partner -all of the above -answer not given A partner’s capital account is credited for the following transactions, except * -Share in net income -loan from the partner -Original and additional investment -both A and C -answer not givenarrow_forwardMr. B’s business is not registered as a One-Person Corporation (OPC); it is thus a single proprietorship. Unable to pay his construction materials supplier, the latter wishes to go after said entrepreneur's vehicles at home. Here, can said obligation of the business be paid-off through Mr. B's other assets? Briefly reason-out.arrow_forward
- The X Corporation manufactures machine tools. The five directors of X Corporation are Black, White, Brown, Green, and Crimson. At a duly called meeting of the board of directors of X Corporation in January, all five directors were present. A contract for the purchase of $10 million worth of steel from the D Company, of which Black, White, and Brown are directors, was discussed and approved by a unanimous vote. The board also discussed at length entering into negotiations for the purchase of Q Corporation, which allegedly was about to be sold for around $150 million. By a three-to-two vote, it was decided not to open such negotiations.Three months later, Green purchased Q Corporation for $150 million. Shortly thereafter, a new board of directors for X Corporation took office. X Corporation now brings actions to rescind its contract with D Company and to compel Green to assign to X Corporation his contract for the purchase of Q Corporation. Explain whether X corporation should succeed on…arrow_forwardWhich is true about a limited partnership (LP)? a. General partners are exposed to liability for all of the businesses’ debts, and limited partners are only exposed to the extent of their investment b. Limited partners are exposed to liability for all of the businesses’ debts, and general partners are only liable to the extent of their investment c. All partners, both general and limited, are exposed to liability for all of the businesses’ debts d. All partners are exposed to liability only to the extent of their investmentarrow_forwardParker and Phillips incorporated P & P Resorts Inc., a closely held Texas corporation. Parker was president and Phillips served as vice president and director for operations. Parker owned 40% of the stock, while Phillips owned 60%. Both men met with CTA, a group of travel agents from California to discuss special deals for booking groups into the resorts. After the first meeting, all contracts with CTA were made by Phillips, who learned that there was a good chance that CTA would award the contract to P&P Resorts. Phillips incorporated Travel Brokers and was its sole owner. Phillips used P& P Resort’s time to work on proposals for Travel Brokers and managed to keep negotiations with CTA a secret from Parker. When Parker discovered Phillip’s actions, he filed suit against him for wrongfully taking a corporate opportunity from P &P Resorts. Phillips claimed that he did not take a corporate opportunity because Travel Brokers did not have the financial ability to…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_forwardIn 2022, Rebecca formed Black Corporation, a C-Corporation. Rebecca transferred real. estate with an adjusted basis of $260,000 and a fair market value of $390,000 in exchange for 100% of Black Corporation's common stock. The real estate was encumbered by a mortgage of $290,000, which Black Corporation assumed. The total value of Black Corporation's common stock after formation was $100,000. Q A N a) What amount of gain or loss is realized and recognized by Rebecca on the real estate transfer to Black Corporation? b) What basis does Rebecca take in her Black Corporation stock? c) What basis does Black Corporation take in the real estate contributed by Rebecca? 2 W S 3 X مو do command E D C R F 5 T V 6 G Y B 67 H U 8 N I 9 M O 0 V مو ob P commandarrow_forwardWhat is the nature of liability of limited partners as to limited partnership debts or obligations? A. They are liable up to the extent of their capital contribution only B. They are liable pro-rata up to the extent of their separate assets after the partnership assets are exhausted C. They are liable pro-rata up to the extent of their capital contribution only D. They are liable equally up to the extent of their separate assets after the partnership assets are exhaustedarrow_forward
arrow_back_ios
SEE MORE QUESTIONS
arrow_forward_ios
Recommended textbooks for you
BUSN 11 Introduction to Business Student EditionBusinessISBN:9781337407137Author:KellyPublisher:Cengage Learning
Essentials of Business Communication (MindTap Cou...BusinessISBN:9781337386494Author:Mary Ellen Guffey, Dana LoewyPublisher:Cengage Learning
Accounting 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
BUSN 11 Introduction to Business Student Edition
Business
ISBN:9781337407137
Author:Kelly
Publisher:Cengage Learning
Essentials of Business Communication (MindTap Cou...
Business
ISBN:9781337386494
Author:Mary Ellen Guffey, Dana Loewy
Publisher:Cengage Learning
Accounting Information Systems (14th Edition)
Business
ISBN:9780134474021
Author:Marshall B. Romney, Paul J. Steinbart
Publisher:PEARSON
International Business: Competing in the Global M...
Business
ISBN:9781259929441
Author:Charles W. L. Hill Dr, G. Tomas M. Hult
Publisher:McGraw-Hill Education