1.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 3-2 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 each action.
2. Gore had been the owner of 1 percent of the outstanding shares of the Webster Company, a corporation since its organization ten years ago. Ratliff, the president of the company, was the owner of 70 percent of the outstanding shares. Ratliff used the shareholders’ list to submit to the shareholders an offer of $50 per share for their stock. Gore, upon receiving the offer, called Ratliff and told him that the offer was inadequate and advised that she was willing to offer $60 per share and for that purpose demanded a shareholders’ list. Ratliff knew that Gore was willing and able to supply the funds necessary to purchase the stock, but he nevertheless refused to supply the list to Gore. Furthermore, he did not offer to transmit Gore’s offer to the shareholders of record. Gore then brought an action to compel the corporation to make the shareholders’ list available to her. Will Gore be able to obtain a copy of the shareholders’ list? Why or why not?
3. Mitchell, Nelson, Olsen, and Parker, experts in manufacturing baubles, each owned fifteen out of one hundred authorized shares of Baubles, Inc., a corporation of State X, which does not permit cumulative voting. On July 7, 2010, the corporation sold forty shares to Quentin, an investor, for $1.5 million, which it used to purchase a factory building for $1.5 million. On July 8, 2010, Mitchell, Nelson, Olsen, and Parker contracted as follows: All parties will act jointly in exercising voting rights as shareholders. In the event of a failure to agree, the question shall be submitted to George Yost, whose decision shall be binding upon all parties. Until a meeting of shareholders on April 17, 2017, when a dispute arose, all parties to the contract had voted consistently and regularly for Nelson, Olsen, and Parker as directors. At that meeting, Yost considered the dispute and decided and directed that Mitchell, Nelson, Olsen, and Parker vote their shares for the latter three as directors. Nelson, Olsen, and Parker so voted. Mitchell and Quentin voted for themselves and Mrs. Quentin as directors.
a. Is the contract of July 8, 2010, valid? If so, what is its effect?
b. Who were elected directors of Baubles, Inc., at the meeting of its shareholders on April 17, 2017?
4. Acme Corporation’s articles of incorporation require cumulative voting for the election of its directors. The board of directors of Acme Corporation consists of nine directors, each elected annually.
a. Smith owns 24 percent of the outstanding shares of Acme Corporation. How many directors can he elect with his votes?
b. If Acme Corporation were to classify its board into three classes, each consisting of three directors elected every three years, how many directors would Smith be able to elect?
5. A bylaw of Betma Corporation provides that no share- holder can sell his shares unless he first offers them for sale to the corporation or its directors. The bylaw also states that this restriction shall be printed or stamped upon each stock certificate and shall bind all present or future owners or holders. Betma Corporation did not comply with this latter provision. Shaw, having knowledge of the bylaw restriction, nevertheless purchased twenty shares of the corporation’s stock from Rice without having Rice first offer them for sale to the corporation or its directors. When Betma Corporation refused to effectuate a transfer of the shares to her, Shaw sued to compel a transfer and the issuance of a new certificate to her. What result?
