1.Result: X Should not be successful
Reason: The reason is that X and ABC corporation, despite being business players in the same field and are legally doing business, then X has no right to sue the corporation ABC fir nonpayment because they entered into a contractual agreement with A prior to A contacting X for the house construction.ABC should have entered into a contract with A for A to agree with X terms for construction. And again, this was done before incorporation, and hence the case should fall. ABC has no case to answer for nonpayment.
2.Result: X should not be successful
Reason: the reason why X should not be successful in the case against the Company is that this is a company that has not been formed in the first place, and therefore A entering into an agreement with X is not a legally binding agreement. Furthermore, this agreement is not written down; hence it is not contractual and hence cannot legally hold ABC liable for noncompliance in payments.
3.Result: X should be successful in this case
Reason: X enters into an agreement with A on a personal basis, and they agreed on the procedure and the payment. This contract is also written down and hence is legally binding for both X and A. So, failure to pay then should result in X suing A successfully.
4.Result: X should not be successful again here.
Reason: the reason is that A and X haven’t written down an agreement and the terms for constructing the building. Furthermore, A is representing company ABC which has not been formed, and hence there are no papers or memoranda of association. This Company is yet to be incorporated, and hence anything done in its favor holds no legal business.
CORPORATE FORMATION
1.result: A should not be liable
Reason: the attorney has delayed filing the certificate contrary to the agreement, which claims a case of negligence on the attorney.
2.result: A should be liable
Reason: A is below the age of signing documents contractually. And hence cannot enter into an agreement with the attorney for a legally binding agreement.
- result: B should not be successful
Reason: A never incorporated his business, meaning A and Corp were two distinct entities doing business differently; therefore, there’s no legal ground for B to successfully hold A liable. He can only hold the Company liable.
OPERATION OF CORPORATION
1.Result: A can be successful only if he does the following.
Reason: A can decide to revoke his shares and declare them revocable if he has attended a meeting with the Company and other shareholders and agreed that he intends to vote his shares. Another reason is if he informs the proxy holder of the shares in writing that he has the intention of revoking the prox. In the tow case, then X corp would then comply with A.
- result: the new percentage of shares constituting a quorum is the new 60 percent set.
Reason: the reason is that this Company has amended its bylaws to change its threshold for a quorum to 60 from 40 percent. In this case, the amendments should take effect after being signed by stakeholders, and hence the new percentage is set at 60 percent henceforth and not 40 percent after the changes have been effected by the Company.
- result: a will have a total of 800 votes to cast
Reason: if A has 200 shares and the Company wishes to elect four officials that are four seats are up for grabs, then A as the right or entitled to vote the number of shares he has multiplied by the number of seats up for grabs. So A will ether decides to vote a total of 800 votes on one candidate or spread them to the seven candidates in whichever manner he likes.
Finance.
- Result: This kind of security is permitted.
Reason: The reason is that convertible preferred stock is more appealing than the common stock in raising capital for companies. This is because they are more flexible and are better able to limit the impact of dilution to stockholders.in the event a company wants to raise capital, then it can use these preference shares in many ways, and it is allowed to do so. These can be used to strengthen regulatory capital, provide additional capital to be rued for growth and development, and also in factoring in other ventures. Like in the recent past, there have been companies trying to offer preference stocks to others in order to raise capital.
2.Result: A 2 for 1 split would halve the par value of the stock and hence would reduce from $50 to $25
Reason: Stock splits are activities that make the number of shares outstanding to a shareholder increase and, at the same time reducing the number of the stated value per share, otherwise known as the par value.
3.Result: yes, C is correct.
Reason: C can buy the 100 shares of Corps company because the preemptive rights allow him or her to purchase the shares in any future issuance of the same. In this case, the preemptive rights that the Company has contractually bind the Company Corps and the shareholder so he can buy such shares before they’re made available to the public to purchase them.
iii. SHAREHOLDERS’ DERIVATIVE SUIT
1.result: A should not commence a derivative lawsuit.
The reason; the shareholder has sold all the shares that he has that legally binds him with the Company and hence has no voice whatsoever in the dealings of the Company to begin a lawsuit on the Company on a third party basis. (Matheson, 2015).
2.Result: shareholder A should commence a shareholder derivative suit. This is because the
Reason: the Company, in conjunction with its directors, has done a wrong transaction that will affect the shareholder A and others and have avenues or courses of action it can take to rectify but has refused. Therefore, the shareholder calls for a legal shareholder derivative lawsuit against the Company.
3.result B should succeed in the derivative lawsuit.
Reason: the reason is that the payment date for paying the dividends has lapsed, and while A received his dividends, B and C have not. This calls for the Company to effect the payment of dividends immediately to the two and failure to which they can launch a derivative lawsuit. This is because the Company can work on it but has effused and warrants a lawsuit.
- AMENDMENTS
1.Result: the change should be effected
Reason: any undertaking such as the changing or effecting of shareholding from cumulative preferred to just preferred should be effective when a simple majority decides votes for the same. This is a legally binding law that is allowed to take place.
- RIGHTS AND DUTIES
- Result: they are justified to demand their fine back because the board acted ignorantly and with total disregard for their rights as shareholders. Knowing that bribery is illegal but doing the same, the Company is right to sue him for wrongdoing even if he acts in the interests of the Company.
2.result; YES, it was validly authorized to the company X
Reason: the two companies are two entities that operate on different levels. Hence the fact that Z the only director who is not associated with company X does not deter him from agreeing or making a decision on awarding the contract. If it is awarded rightfully, then there’s no problem, and it’s valid.
3.result: yes
Reason: X has breached the principle of the entity that requires the Company to act as a legal entity on its own. So that doing individual business in the name of the Company is not permissible and hence illegal.
- BOARD OF DIRECTORS
- A. Generally
Result: no
Reason: director B has not been elected to represent A because there has not been a committee set aside to oversee the selection of B as a replacement. Another reason is that the director has not been removed by the resolution of the shareholders, and there is nowhere they’ve resolved to do the same, and no notices of the same have been given hence not validly elected to replace the former.