Smith and Roberson’s Business Law
Smith and Roberson’s Business Law
17th Edition
ISBN: 9781337094757
Author: Richard A. Mann, Barry S. Roberts
Publisher: Cengage Learning
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Chapter 33, Problem 19CP
Summary Introduction

To discuss: Whether persons E’s are liable for the corporate debts or not.

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Naquin, Dubois, and Hoffpauir incorporated to form Air Engineered Systems and Services Inc. Dubois became president and Hoffpauir became secretary-treasurer. Naquin was employed by the company. Conflicts among the three caused a break down in the working relationship. Dubois and Hoffpauir offered Naquin $2,000 a month for 10 years for his share of the business if he would sign a noncompetition agreement. Naquin refused to sell until he could examine the corporate records. Dubois and Hoffpauir refused to allow Naquin to see the books until he signed the noncompetition agreement. Could Dubois and Hoffpauir attach such a condition to Naquin’s request? Explain.
Zenith Steel Company operates a prosperous business. In January, Zenith’s chief executive officer (CEO) and president, Roe, who is also a member of the board, was voted a $1 million bonus by the board of directors for the valuable services he provided to the company during the previous year. Roe receives an annual salary of $850,000 from the company. Black, Inc., a minority shareholder in Zenith Steel Company, brings an appropriate action to enjoin the company from paying the $1 million bonus. Explain whether Black will succeed in its attempt.
homas Persson and Jon Nokes founded Smart Inventions, Inc., to market household consumer products. The success of their first product, the Smart Mop, continued with later products, which were sold through infomercials and other means. Persson and Nokes were the firm’s officers and equal shareholders. Persson was responsible for product development, and Nokes was in charge of day-to-day operations. In time, they became dissatisfied with each other’s efforts. Nokes represented the firm as financially “dying,” “in a grim state, . . . worse than ever,” and offered to buy all of Persson’s shares for $1.6 million. Persson accepted.On the day that they signed the agreement to transfer the shares, Smart Inventions began marketing a new product—the Tap Light. It was an instant success, generating millions of dollars in revenues. In negotiating with Persson, Nokes had intentionally kept the Tap Light a secret. Persson sued Smart Inventions, asserting fraud and other claims. Under what principle…

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Smith and Roberson’s Business Law

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