Case summary: Person DB was a director in the company FBF which owned a branch of fitness club in Mexico. DB owned 15 percent of the total stock of the company FBF and was also holds the position of tanning technician at one of the fitness clubs in the city. According to the finance report, the company FBF was facing financial loss. ML discussed the terminating the tanning operation. DP who was one of shareholder discloses that DB owned stock in S from which FBF purchased its tanning equipment. DB and MV owned 37 percent of FBF also held shares of S voted to replace, ML from the board of directors
To find: The lawsuit filed by DP against DB when no action is taken against DB.
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Chapter 18 Solutions
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- 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_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_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
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- Sayre learned that Adams, Boone, and Chase were planning to form a corporation for the purpose of manufacturing and marketing a line of novelties to wholesale outlets. Sayre had patented a self-locking gas tank cap but lacked the financial backing to market it profitably. He negotiated with Adams, Boone, and Chase, who agreed to purchase the patent rights for $5,000 in cash and two hundred shares of $100 par value preferred stock in a corporation to be formed. The corporation was formed and Sayre’s stock issued to him, but the corporation has refused to make the cash payment. It has also refused to declare dividends, although the business has been very profitable because of Sayre’s patent and has a substantial earned surplus with a large cash balance on hand. It is selling the remainder of the originally authorized issue of preferred shares, ignoring Sayre’s demand to purchase a proportionate number of these shares. What are Sayre’s rights, if any?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_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_forward
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