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How does the role of a Compensation Committee contribute to executive pay?

Emily owns 92% of the outstanding stock of Blue Corp, a Delaware corporation that is closely held.  The directors of Blue Corp. (all of whom have been selected by Emily) approve a statutory short-form merger of Blue Corp. into Rainbow, Inc., a corporation in which Emily owns 100% of the outstanding shares.  Pete Prism, one of the Blue Corp. shareholders holds 1.3% of Blue Corp’s outstanding stock and wants to challenge the merger.  As part of the merger, Pete will be paid $50/share for each of his shares in Blue Corp.  However, the other documents disclosed to Pete clearly show that Blue Corp. should be valued at $300/share.  Pete wishes to bring a claim against Blue Corp. and to receive a fair payment for his Blue Corp. shares.  What type of claim, if any, has the greatest likelihood of success for Pete?

Which of the following documents can shareholders inspect under the MBCA?

Alvin is the President of AZ Products, Inc. (“AZ”), a corporation whose stock is publicly traded.  Morgan is an AZ shareholder.  One evening Morgan runs into Alvin at a party. Alvin knows Morgan is an AZ shareholder.  Alvin, who has had too much to drink, tells Morgan that if she will drive him home safely, he will give her confidential information about the company.  Morgan drives Alvin home and at the end of the ride, Alvin says, “Thanks for the ride.  As promised, I am telling you that AZ is about to announce a huge breakthrough in our research.  Do not sell your stock.”  Morgan, who was thinking about selling her stock in AZ determines not to do so, based upon this information from Alvin.  When AZ makes its big announcement, the AZ stock soars, and Morgan’s AZ shares are worth $100,000 more than they would have been had she sold them as she had originally intended.  Would Morgan face potential liability under Rule 10b-5?

Tom, Mary and Gwen are the only three shareholders in TMG Corp.  Tom has 9 shares, Mary has 5 shares and Gwen has 4 shares.  There are no other shares outstanding.  TMG uses cumulative voting.  TMG has five director positions on its board of directors, and each director is elected each year.  In the annual election to elect the five directors, how many votes will Mary have under cumulative voting?

Rex, Inc. owns 92% of Dogbone, Inc., a Delaware corporation.  Rex, Inc. wishes to purchase the remaining 8% of Dogbone, Inc. from the minority shareholders.  In order to accomplish this using the simplest process most likely to succeed, Rex, Inc. should:

Which principle underscores the expectation that partners act with honesty and integrity towards one another in a fiduciary relationship?

In a closely held corporation, a minority shareholder, Tom, feels oppressed by the controlling shareholders who make decisions that primarily benefit themselves. If Tom were to take legal action based on shareholder oppression, what must he demonstrate?

On January 1, Larry, Moe, and Bearle sign a written “partnership agreement” according to which they shall form, own, and operate a book store. The agreement provides that each of the three shall receive one-third of the profits. The agreement also contains the following provisions:”This partnership shall last ten years. However, any partner can be expelled at any time if the other partners unanimously agree that he or she should be expelled.”In the following months, Larry complains regularly about the state of the firm’s business. Moe and Bearle are more optimistic, and they grow tired of Larry’s constant complaints. Therefore, on December 31, when Larry, Moe, and Bearle meet, Moe and Bearle vote to expel Larry. Which, if any, of the following statements is correct?

What is the primary purpose of risk governance?