You represent Sun, the 100% owner of Moonshare Corporation,…

You represent Sun, the 100% owner of Moonshare Corporation, a Delaware corporation. Sun has retained you to draft a shareholders’ agreement to be signed by Sun and a new investor who will be purchasing a 20% stake in Moonshare. Drafting on behalf of your client, Sun, which of the following mechanisms should you include in the agreement?

Andretti is the sole proprietor of Andretti’s Car and Limo S…

Andretti is the sole proprietor of Andretti’s Car and Limo Service (ACLS). Andretti has authorized all of his drivers to charge gas for the business’s fleet on Andretti’s account with the nearby Shell gas station. Unser, an ACLS driver, has filled up ACLS Lincoln Town Cars and limos at Shell weekly for the last year he’s been working at ACLS.  Andretti recently fired Unser because of repeated customer complaints. Following termination, Unser starts filling up his personal Lincoln Town Car at Shell and charges multiple fill-ups to ACLS’s account. Andretti has always promptly paid the monthly Shell bill. Upon receiving the Shell bill for the latest month, however, Andretti notices the Unser charges and refuses to pay them. What is Shell’s strongest argument for why Andretti is bound on these Unser transactions?