...The corporation's chief operating officer has signed ordinary supply contracts up to $250,000 for years without specific board votes. At a charity dinner, two directors told the COO that the company "should lock down mo...
Citations: NCBE MEE Business Associations outline, Model Business Corporation Act board-action principles
A promoter signed a preincorporation contract for web-hosting services. After incorporation, the corporation used the hosting services for four months, paid two invoices from its corporate account, and then refused to pa...
Citations: Model Business Corporation Act principles
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. After an initial agreement or ruling, later conduct created ambiguity about whether the requi...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. The key event occurred after warnings, partial performance, and a written objection by the af...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. Two legally significant facts point in different directions and the decision maker must deter...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. A party relied on common practice, but the record includes facts suggesting that practice was...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. The requested remedy would protect one party but impose a substantial burden on another party...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. One side relies on notice and practical reliance; the other side points to an omitted formal...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. The moving party has the burden on a contested element, and the opponent identifies a plausib...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. The facts support the doctrine in part, but a timing problem may limit the requested remedy...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. Another actor changed position after relying on the relevant statement, document, or official...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. The record contains both written proof and disputed oral testimony. Which answer gives the be...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. A party invokes an equitable or discretionary remedy after contributing to the problem. What...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. The decision maker must choose between a categorical shortcut and a fact-sensitive standard...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. One argument was preserved, while another was raised only later. Which result best accounts f...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. The disputed action was partly authorized but exceeded an important limitation. Which stateme...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
Directors approved a conflicted transaction after incomplete disclosure and shareholders challenged the injury classification. The facts are close, and both sides can cite a rule that appears favorable. What should a str...
Citations: MBCA and LLC principles, Business judgment rule, Derivative action doctrine
...es one brewery. Its president, Dana, routinely signs grain and bottle contracts for the company. Without a board vote, Dana signed a one-year grain-supply contract at market prices. The next day, also without a board vot...
Citations: Model Business Corporation Act principles
A corporation's president regularly signs routine customer contracts. Without a board vote, the president signs an agreement to sell the corporation's only factory. Which statement best describes the president's apparent...
Citations: Agency principles applied to corporate officers
Luna Ventures LP owns a portfolio of rental cabins. Its certificate lists Marco as general partner and Nia as limited partner. Nia sold "all my interest in Luna Ventures LP" to Olive. Marco did not consent to admit Olive...
Citations: Uniform Limited Partnership Act principles
...conducted in good faith." The agreement does not specifically address contracts with affiliates. Rina, Copper Trail's sole manager, hired FleetFix Co. to maintain Copper Trail's delivery vans. FleetFix is owned by Rina's...
Citations: Revised Uniform Limited Liability Company Act principles, NCBE MEE Business Associations outline
...that management dislikes her campaign. Nina has no competing textile business and says she wants the list only for the election contest. May Nina vote the shares by proxy, and is she entitled to inspect or obtain the sh...
Citations: Model Business Corporation Act shareholder voting and inspection principles, NCBE MEE Business Associations outline
...ary, under a five-year contract at prices 22% above comparable market contracts. No disinterested directors or minority shareholders approved the contract. Third, VoltGrid directed CellHome not to apply for a government...
Citations: NCBE MEE Business Associations outline, NCBE July 2019 MEE controlling-shareholder analysis
...the ordinary course and would leave the corporation with no operating business. What approvals are generally required? The correct answer applies the approval rule for extraordinary asset dispositions. Model Business Cor...
Citations: Model Business Corporation Act principles
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