HCC 40, PC 3: Court Case
Ch 40 , PC 3 :
.Issue : Did LLC failed to pay the market value of OLSON`s interest?
.Rule: A member`s ownership interest in an LLC is not freely transferable.A transferee of a member distributional interest receives only the member`s share of LLC distributions.
.Application: according to the written agreement LLC payed the capital account and 2005 compensation to Olson.Olson may argue that due to the oral agreement LLC breached it`s duty to pay fair market value of a member.on the other hand LLC may argue that it only owe duty according to written agreement about paying the 2005 compensation and capital account and oral agreement is not accepted by the LLC.The Olson may argue that the LLC has to pay the compensation that had occurred not …show more content…
Ch 40 , PC 7 :
.Issue: Was Carpenter liable for the payment of $85,000 As a general partner ?
.Rule :In limited Partnership , General partners have an unlimited liability for the partnership
.application : Carpenter ma argue that she thought she was a limited partner , it can be rejected by 2 fact : firstly she was an experienced business woman who had served on the board of directors of a bank so know all the rules and applications toward partnership as an expert person in her own field. secondly,on 1987 she received a document regarding that Briargate was a partnership and she was a partner , even though she argued that she was a general partner she had duties to compensate the payment of assessments as a limited partner .
.conclusion : she was liable as an general partner .
Ch 41 , PC 9 :
. Issue : Can the court pierce the corporate veil to reach Carlton individually ?
.Rule: The court may disregard of the corporation by it`s shareholders so that the corporation is not acting in the best interests of the corporation "Alter …show more content…
.Rule: Right of the first refusal grants to the corporation or the other shareholders the right to match the offer that a selling shareholder receives for her shares.
.Application: according to the vote of two third of the shareholders to merge the corporation with Booth Creek Ski Holding ,Inc ,each and every shareholder is free to sell their share to whomever and whenever she wants,because shares in publicly held corporations are freely transferable , shareholders know that they can easily liquidate their investment by selling their shares.
Corcker May argue that each shareholders must announce that within 30 days they`re going to to make a deposition of their stock and within 30 days a special meeting of all of the stock holders shall be called by corporation which was not actually held.although two-third of the shareholders decided to merge with Booth Creek.because it was not a small corporations it was not possible to set restrictions on transferability of shares.
.conclusion : Crocker was not correct.
Ch 42 , PC 9 : .Issue : Did johnson has the right to buy the shares if the tendering four shareholders at book value
.Issue : Did LLC failed to pay the market value of OLSON`s interest?
.Rule: A member`s ownership interest in an LLC is not freely transferable.A transferee of a member distributional interest receives only the member`s share of LLC distributions.
.Application: according to the written agreement LLC payed the capital account and 2005 compensation to Olson.Olson may argue that due to the oral agreement LLC breached it`s duty to pay fair market value of a member.on the other hand LLC may argue that it only owe duty according to written agreement about paying the 2005 compensation and capital account and oral agreement is not accepted by the LLC.The Olson may argue that the LLC has to pay the compensation that had occurred not …show more content…
Ch 40 , PC 7 :
.Issue: Was Carpenter liable for the payment of $85,000 As a general partner ?
.Rule :In limited Partnership , General partners have an unlimited liability for the partnership
.application : Carpenter ma argue that she thought she was a limited partner , it can be rejected by 2 fact : firstly she was an experienced business woman who had served on the board of directors of a bank so know all the rules and applications toward partnership as an expert person in her own field. secondly,on 1987 she received a document regarding that Briargate was a partnership and she was a partner , even though she argued that she was a general partner she had duties to compensate the payment of assessments as a limited partner .
.conclusion : she was liable as an general partner .
Ch 41 , PC 9 :
. Issue : Can the court pierce the corporate veil to reach Carlton individually ?
.Rule: The court may disregard of the corporation by it`s shareholders so that the corporation is not acting in the best interests of the corporation "Alter …show more content…
.Rule: Right of the first refusal grants to the corporation or the other shareholders the right to match the offer that a selling shareholder receives for her shares.
.Application: according to the vote of two third of the shareholders to merge the corporation with Booth Creek Ski Holding ,Inc ,each and every shareholder is free to sell their share to whomever and whenever she wants,because shares in publicly held corporations are freely transferable , shareholders know that they can easily liquidate their investment by selling their shares.
Corcker May argue that each shareholders must announce that within 30 days they`re going to to make a deposition of their stock and within 30 days a special meeting of all of the stock holders shall be called by corporation which was not actually held.although two-third of the shareholders decided to merge with Booth Creek.because it was not a small corporations it was not possible to set restrictions on transferability of shares.
.conclusion : Crocker was not correct.
Ch 42 , PC 9 : .Issue : Did johnson has the right to buy the shares if the tendering four shareholders at book value