Spelling, grammar capitalization, wrong word, syntax will factor into the final grade for each discussion answer. Substantive content. Only one reference: Miller, R. L. (2014). Business Law Today. Texas: South Western Cengage Learning. And Silver Nugget Answer those 3 cases. 28–4 Limited Liability Companies. A limited liability company (LLC) owned a Manhattan apartment building that was sold. The owners of 25 percent of the membership interests in the LLC filed a lawsuit on behalf of the company (the LLC)—called a derivative suit—claiming that those in majority control of the LLC sold the building for less than its market value and personally profited from the deal. The trial court dismissed the suit, holding that the plaintiffs individually could not bring a derivative suit “to redress wrongs suffered by the corporation” because such actions were permitted only for corporations and could not be brought for an LLC. The appellate court reversed, holding that derivative suits on behalf of LLCs are permitted. That decision was appealed. A key problem was that the state law governing LLCs did not address the issue. How should such matters logically be resolved? Are the minority owners in an LLC at the mercy of the decisions of the majority owners? Discuss fully. [Tzolis v. Wolff, 10 N.Y.3d 100, 884 N.E.2d 1005 (2008)] (See pages 731–733.) 29–4 Piercing the Corporate Veil. Smith Services, Inc., a trucking business owned by Tony Smith, charged its fuel purchases to an account at Laker Express. When Smith Services was not paid on several contracts, it ceased doing business and was dissolved. Smith continued to provide trucking services, however, as a sole proprietor. Laker Express sought to recover Smith Services’ unpaid fuel charges, which amounted to about $35,000, from Smith. He argued that he was not personally liable for a corporate debt. Should the court pierce the corporate veil? Explain. [Bear, Inc. v. Smith, 303 S.W.3d 137 (Ky.App. 2010)] (See pages 756–758.) 29–6 Purchase of Stock. Air Products & Chemicals, Inc., made a tender offer of $70 per share to the shareholders of Airgas, Inc. The Airgas board rejected the offer as inadequate and took defensive measures to block the bid. Some Airgas shareholders filed a suit against Airgas, seeking an order to compel the board to allow the shareholders to decide whether to accept Air Products’ offer. Who should have the power to accept or reject a tender offer? Why? How can director’s best fulfill their duty to act in the interest of their shareholders?(For more on the duties of directors, see Chapter 30.) [Air Products & Chemicals, Inc. v. Airgas, Inc., 16 A.3d 48 (Del.Ch. 2011)] (See pages 765–766.)
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