What is the effect of a merger agreement consummated in violation of the requirements on mandatory notice to the Philippine Competition Commission? A. The merger shall be unenforceable B. The merger shall be voidable C. The merger shall be rescissible at the instance of the Commission D. The merger shall be void

Wiener Haus #82 has been underperforming for a few years. The franchisee (owner of Haus #82) is frustrated and files a claim against the franchisor for breach. The franchisee claims that the agreement he signed contained a statement at the start of the agreement detailing that the business model the franchisor developed was "proven effective and profitable." On these facts, does the franchisee have a winning breach of contract claim against the franchisor? O No, the contract formed was a voidable contract. Thus, the franchisor is void of responsibility if the business model does not produce profit for the franchisee. O Yes, the franchisee relied on these statements when deciding to contract and thus the franchisor should be responsible when the business model fails to work for the franchisee. O No, courts have generally held that the type of language relied upon by the franchisee is "prefatory" and does not create a duty on the part of the franchisor. O Yes, the money paid to the…

A unilateral mistake occurs when a. both contracting parties share the same mistake. b. one party enters a contract under a mistaken assumption. c. one party makes a factually incorrect statement. d. one party makes false statementsto induce the other party to contract while knowing the words are false or being uncertain that they are true.

Ay-Bee-Cee-Dee Corp. has filed a Subchapter S election under the Internal Revenue Code for taxation purposes. As you know, S corporations are allowed only a limited number of shareholders and, regardless of the number, certain types of entities, including other corporations, cannot be shareholders in S corporations. Carter wants to transfer his shares of Ay-Bee-Cee-Dee Corp. to CarCor, Inc., a corporation that he and his brothers own. If Able, Baker, and Dennis want to preserve their Subchapter S election and, thus, block the transfer of Carter's shares to CarCor (without being stuck having to purchase Carter's shares themselves), which of the following transfer restrictions would best allow them to accomplish their goal?

Hyde is a broker involved in a conflicting demands settlement procedure that has already begun. The escrow funds are held in an attorney's escrow account. Hyde seeks an EDO from the FREC. How will the FREC likely respond? The FREC will not issue an EDO because the funds are in an attorney's escrow account. The FREC will issue an EDO within ten business days. The FREC will issue an EDO if the other three settlement procedures don't work. The FREC will not issue an EDO because the dispute must be settled

Which of the following statements is TRUE about an ultra vires transaction?Group of answer choices Its effect has been reduced under the Companies Act since it is no longer deemed an invalid transaction. Under common law, the transaction could be ratified by the company. Members, debenture holders (or their trustees) of the company cannot take an action to restrain such transactions under the Companies Act. Under common law, it was a voidable transaction hence the company could decide whether to continue with the transaction or not.

matching set

Palatka Costumes & Caps LLC ("PC & C") is a large props company formed in 1957, and Frodo Flags Corporation is a small, local flag manufacturer formed in 2015. These two businesses never had any dealings with each other until they recently entered into a contract, with terms all drafted by PC & C. The contract provides that PC & C shall purchase 1,000 flags that Frodo Flags will specially design for PC & C. The contract further provides that PC & C has the right to initiate, on a weekly basis, purchase orders of up to 100 flags until the contract's total number of flag purchases - 1,000 flags has been met. Also, the contract includes a clause stating that PC & C can cancel its obligation to pay for the remaining flags at any time if any Frodo Flags shipment does not arrive on the exact day as stated in a particular purchase order; this last provision is included in the contract even though time was of little importance to PC & C. W The first shipment of 100 flags arrives a day late,…

Case D: Governance Corporation, Bl corporation, and Susan Schultz, president and principle shareholder of TBI, agreed to form a new corporation, Model Board. TBI and Governance were in the business of providing unique guidance formats and analysis tools for advising boards of directors on governance issues. Mark Schlussel was supposed to take care of the formalities involved in incorporating Model Board. When little progress was made in gaining financing for Model Board, Schultz announced that TBI intended to take on some business opportunities that Model Board had intended to pursue. Model Board sued TBI for interference with its business opportunities. TBI moved to dismiss on the grounds that Model Board had no capacity to sue because it had never been incorporated. Is a court that adheres to the historical approach likely to dismiss this suit because Model Board has no corporate existence? Explain.

Ay-Bee-Cee-Dee Corp. has filed a Subchapter S election under the Internal Revenue Code for taxation purposes. As you know, S corporations are allowed only a limited number of shareholders and, regardless of the number, certain types of entities, including other corporations, cannot be shareholders in S corporations. Carter wants to transfer his shares of Ay-Bee-Cee-Dee Corp. to CarCor, Inc., a corporation that he and his brothers own. If Able, Baker, and Dennis want to preserve their Subchapter S election and, thus, block the transfer of Carter's shares to CarCor (without being stuck having to purchase Carter's shares themselves), which of the following transfer restrictions would best allow them to accomplish their goal? Multiple Choice Right of first refusal Consent restraint Provision disqualifying purchasers Buy-and-sell agreement Option agreement Right of first refusal Consent restraint Provision disqualifying purchasers Buy-and-sell agreement Option agreement