ASSIGNMENT
1.Zenith Steel Company operates a prosperous business. The board of directors voted to spend $20 million of the company’s surplus funds to purchase a majority of the stock of two other companies—the Green Insurance Company and the Blue Trust Company. The Green Insurance Company is a thriving business whose stock is an excellent investment at the price at which it will be sold to Zenith Steel Company. The principal reasons for Zenith’s purchase of the Green Insurance stock are to invest surplus funds and to diversify its business. The Blue Trust Company owns a controlling interest in Zenith Steel Company. The Blue Trust Company is subject to special governmental controls. The main purpose for Zenith’s purchase of the Blue Trust Company stock is to enable the present management and directors of Zenith Steel Company to perpetuate their management of the company. Jones, a minority shareholder in Zenith Steel Company, brings an appropriate action to enjoin the purchase by Zenith Steel Company of the stock of either the Green Insurance Company or the Blue Trust Company. What decision as to each purchase?
2. Mildred, Deborah, and Bob each own one-third of the stock of Nova Corporation. On Friday, Mildred received an offer to merge Nova into Buyer Corporation. Mildred, who agreed to call a shareholders’ meeting to discuss the offer on the following Tuesday, telephoned Deborah and Bob and informed them of the offer and the scheduled meeting. Deborah agreed to attend. Bob, however, was unable to attend because he was leaving on a trip on Saturday and asked if the three of them could meet on Friday night instead. Mildred and Deborah agreed. The three shareholders met informally Friday night and agreed to accept the offer only if they received preferred stock of Buyer Corporation for their shares. Bob then left on his trip. On Tuesday, at the time and place appointed by Mildred, Mildred and Deborah convened the shareholders’ meeting. After discussion, they concluded that the preferred stock payment limitation was unwise and passed a formal resolution to accept Buyer Corporation’s offer without any such condition. Bob files suit to enjoin Mildred, Deborah, and the Nova Corporation from implementing this resolution. Explain whether the injunction should be issued.
3. Tretter alleged that his exposure over the years to asbestos products manufactured by Philip Carey Manufacturing Corporation caused him to contract asbestosis. Tretter brought an action against Rapid American Corporation, which was the surviving corporation of a merger between Philip Carey and Rapid American. Rapid American denied liability, claiming that immediately after the merger, it had transferred its asbestos operations to a newly formed subsidiary corporation. Can Rapid avoid liability by such transfer? Explain.
4. All Steel Pipe and Tube is a closely held corporation engaged in the business of selling steel pipes and tubes. Leo and Scott Callier are its two equal shareholders. Scott, Leo’s uncle, is one of the company’s two directors and is president of the corporation. Scott is the general manager. Scott’s father and Leo’s grandfather, Felix, is the other director. Over the years, Scott and Leo have had differences of opinion regarding the operation of the business. Nevertheless, despite their deteriorating relationship, the company has flourished. When negotiations aimed at Leo’s redemption of Scott’s shares began, however, the parties could not reach an agreement. The discussion then turned to voluntary dissolution and liquidation of the corporation, but still no agreement could be reached. Finally, Leo fired Scott and began to wind down All Steel’s business and to form a new corporation, Callier Steel Pipe and Tube. Leo then brought an action seeking a dissolution and liquidation of All Steel. Should the court order dissolution? Explain.
5. The shareholders of Endicott Johnson who had dissented from a proposed merger of Endicott with McDonough Corporation brought a proceeding to fix the fair value of their stock. At issue was the proper weight to be given to the market price of the stock in fixing its fair value. The shareholders argued that the market value should not be considered because McDonough controlled 70 percent of Endicott’s stock and the stock had been delisted from the New York Stock Exchange. Are the shareholders correct? Explain
