Chapter 38, Problem 10CP

The Cutler Company was duly merged into the Stone Company. Yetta, a shareholder of the former Cutler Company, having paid only one-half of her subscription, is now sued by the Stone Company for the balance of the subscription. Yetta, who took no part in the merger proceedings, denies liability on the ground that, inasmuch as the Cutler Company no longer exists, all her rights and obligations in connection with the Cutler Company have been terminated. Explain whether she is correct.

Chapter 11 bankruptcy provides for: a. adjustment of debts of a municipality b. reorganization of a corporation c. liquidation proceedings d. adjustment of farmers' debts

Explain Subcontracting?

Omega Ltd. is having a paid-up capital of one billion rupees. Ocean Ltd. which is one of the promoters of Omega Ltd holds a paid-up capital of two hundred million rupees. The articles of the association of Omega Ltd provide that the company’s Board of directors would constitute 12 directors. There are at present 12 directors on the Board of Omega Ltd. including one managing director (Mr. Karan). The Ocean Ltd wishes to replace the MD (Mr. Karan) by appointing a new MD Mr. Rohan and also to appoint one new independent director (Mr. Sohan) on the Board of Omega Ltd. For this purpose, Ocean Ltd has made a written request to the Board of Omega Ltd to convene an extraordinary general meeting to replace the MD and appoint a new independent director on the Board on 16th October 2021. The Board of Directors in its meeting on 29th October 2021 dismissed the request of Omega Ltd. on the ground that not more than 12 directors can be appointed on the Board of the company. Ocean Ltd. is desirous to…

Explain the circumstances under which you feel a consumer bankruptcy is appropriate, and when the ability to have a debt eliminated should be restricted.

If a director allows a company to continue to trade indefinitely and the company is placed into liquidation, what are the potential liabilities for a director and how are these determined by the Courts?

Pritchard & Baird was a reinsurance broker. A reinsurance broker arranges contracts between insurance companies so that companies that have sold large policies may sell participations in these policies to other companies in order to share the risks. Charles Pritchard, who died in December 2011, controlled Pritchard & Baird for many years. Prior to his death, he brought his two sons, Charles Jr. and William, into the business. The pair assumed an increas ingly dominant role in the affairs of the business during the elder Charles’s later years. Starting in 2008, Charles Jr. and William began to withdraw from the corporate account ever-increasing sums that were designated as “loans” on the balance sheet. These “loans,” however, represented a significant misappropriation of funds belonging to the corporation’s clients. By late 2013, Charles Jr. and William had plunged the corporation into hopeless bankruptcy. A total of $12,333,514.47 in “loans” had accumulated by October of that…

BZ” is a recreational club which was organized to operate golf course for its members with an original authorized capital stock of P100M. The articles of incorporation nor the by laws did not provide for the distribution of dividends although there is a provision that after dissolution, the assets shall be given to a charitable corporation. Which of the following statement is true based on existing This is a stock corporation since its articles of incorporation and by-laws are silent, it is presumed that it can declare dividends. This is a non-stock corporation because the articles of incorporation did not provide for the distribution of dividends. The stockholders or members must amend the articles of incorporation and state clearly whether the corporation is a stock corporation or a non-stock corporation. This is a non-stock corporation because the assets after dissolution are to be given to a charitable institution.

Hutchins and O’Neil, as general partners in the Haddon View Investment Co., became limited partners in Car Wash Investments. The general partner in Car Wash was the Minit Man Development Company. Coopers and Lybrand accountants handled the accounting work for both Minit Man and Car Wash. They performed audits and prepared financial statements that allegedly revealed two healthy companies. Nevertheless, both Car Wash and Minit Man went out of business. As a result, Hutchins and O’Neil lost a total of $252,000. They sued Coopers and Lybrand, alleging malpractice, breach of contract, concealment, fraud, and deceit in the accountants’ work for Car Wash and Minit Man. Coopers and Lybrand argued that Hutchins and O’Neil could not sue the firm because Car Wash and Minit Man were the clients, not Hutchins and O’Neil. Were the accountants correct?