Business Law Corporation Cases

Case 1: ABC Corp., have 09 directors, but four of them are absent from the regular meeting of the board. Director Jim, making full disclosure of all pertinent facts, offers to sell office building to ABC. Jim’s offer is accepted by a three – to- two vote, with Jim voting in favor. a. Was Jim property counted toward a quorum? b. Was Jim’s vote properly counted on the sale?’ c. Same facts as above. Assume ABC buys the building from Jim, after full disclosure to the board, a proper quorum, and the disinterested majority vote of the board. Can the Corporation rescind the contract on the ground that it was made with an interested director? d. Same fact as above. Assume the contracts had been unfair, and ABC sought damages, could Jim be liable for more than the difference between the price paid by ABC and the fair market value of the building?

Case 2: Black Corp and Green Corp have a majority of directors in common. Is it ever proper for the two corporations to contract with each other? Case 3: Joe is a director of Tailor Corp. The owner of a patent having offered to sell it to Tailor, also offers to sell it to Joe. a. May Joe buy the patent for his own business while Tailor is still considering the offer? b. If Joe knows that Tailor is in financial trouble so it cannot meet the owner’s proposed price, may he buy the patent? c. What is the legal result if Joe buys the patent for his own business while Tailor is still considering the offer?

Case 4: Charlie has four stock certificates issued by Knight Corporation. Each certificate presents 500 shares of common stock under the ownership of Charlie. Charlie loves Loren so much that he gives her a stock certificate as a gift. a. May Loren have the right to vote at Knight Corporation’s meeting? b. At the end of the fiscal year, the Knight Corporation’s board of directors decides to pay dividends to its stockholders. May Loren receive the dividend? c. Knight Corporation is bankrupt. May Loren has the right to receive the...