QST LA 245 Lecture Notes - Lecture 21: Model Business Corporation Act, Treasury Stock, Registered Agent

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hahn

20 Mar 2022

School

Boston University

Department

Law

Course

QST LA 245

Professor

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Someone who organizes a corporation is called a promoter. Promoter is personally liable on any contract he signs before the corporation is formed. After formation, corporation can adopt the contract in which case it is liable too. Promoter continues liability unless other party agrees to a novation which is a new contract with the corporation alone. Company can only incorporate under state law. No matter where a company actually does business, it may incorporate in any state. Model business corporation act was created to encourage similarity among state corporation statutes. Company is called domestic corporation in the state in which it incorporates and a foreign corporation everywhere else. If a company is doing business in several states, incorporation in delaware offers certain advantages. Once company has decided where to incorporate, the next step is to file the charter with the secretary of state in the state of incorporation.

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or over five years, Rick was the CEO of JB Guitars Inc, a corporation operating a chain of retail guitar stores. He had gained tremendous practical experience and decided to start his own business selling guitars. When he first started working at JB Guitars, Rick agreed not to carry on a competing business for two years after he ended his employment with the corporation. To avoid breaching that contract, Rick incorporated a corporation named Generation X Guitars Inc to carry on the business. He is the sole shareholder, director, and president. JB Guitars claims that the new corporation is just a way of getting around the non-competition agreement and has sued for a court order prohibiting Generation X Guitars from carrying a business competing with JB Guitars. Will JB Guitars be successful?

indigotiger525

Grade 9 english:

Think back to Charlotte Edmund's article, "7 skills all young people need to survive the future of the workplace" from the first activity in this lesson. Choose the skill you believe to be the most important to your future
Write a few paragraphs to explain why you feel this way. If you think there's a skill the author didn't mention that's more crucial to your future, explain what it is and why you believe so. Give your strongest writing. Plan your ideas before you start writing, then use paragraphs to organize your piece. After you have a first draft, revise it, looking at paragraph unity, sentences, spelling, and capital letters.

Article:

7 skills all young people need to survive the future of the workplace

Dr. Tony Wagner, co-director of Harvard's Change Leadership Group, argues that today's
school children are facing a "global achievement gap," which is the gap between what even
the best schools are teaching and the skills young people need to learn.
This has been exacerbated by two colliding trends: firstly, the global shift from an industrial
economy to a knowledge economy, and secondly, the way in which today's school children —
brought up with the internet — are motivated to learn.
In his book "The Global Achievement Gap," Wagner identifies seven core competencies every
child needs in order to survive in the coming world of work.
1. Critical thinking and problem-solving
Companies need to be able to continuously improve products, processes and services in order
to compete. And to do this they need workers to have critical thinking skills and to be able to
ask the right questions to get to the bottom of a problem.
2. Collaboration across networks and leading by influence
Given the interconnected nature of the business world, leadership skills and the ability to
influence and work together as a team has become increasingly important. And the key to
becoming an effective leader? It's twofold, says Wagner, involving "creative problem-solving
and a clear ethical framework".
3. Agility and adaptability
The ability to adapt and pick up new skills quickly is vital for success: workers must be able to
use a range of tools to solve a problem. This is also known as "learnability", a sought-after
skills among job candidates.
4. Initiative and entrepreneurialism
There is no harm in trying: often people and businesses suffer from a tendency to be riskaverse. It is better to try 10 things and succeed in eight than it is to try five and succeed in all
of them.
5. Effective oral and written communication
Recruits' fuzzy thinking and inability to articulate their thoughts were common complaints that
Wagner came across from business leaders when researching his book. This isn't so much
about young people's ability to use grammar and punctuation correctly, or to spell, but how to
2/3
communicate clearly verbally, in writing or while presenting. "If you have great ideas but you
can't communicate them, then you're lost," Wagner says.
6. Accessing and analyzing information
Many employees have to deal with an immense amount of information on a daily basis: the
ability to sift through it and pull out what is relevant is a challenge. Particularly given how
rapidly the information can change.
7. Curiosity and imagination
Curiosity and imagination are what drive innovation and are key to problem solving. "We're all
born curious, creative and imaginative," says Wagner. "The average four-year-old asks a
hundred questions a day. But by the time that child is 10, he or she is much more likely to be
concerned with getting the right answers for school than with asking good questions.
"What we as teachers and parents need do to keep alive the curiosity and imagination that, to
a greater or lesser extent, is innate in every child."

jhonny

Plastic Co Pte Ltd (‘Plastico’) is a Fiji company. The company has issued and paid up capital of $250,000 held in equal parts by two brothers. The company’s business involves making plastic products for the local market.

The brothers are planning to emigrate to New Zealand and wish to sell the company. An agreement in principle is reached for X to buy the company for $1 million. This is a cash sale.

Presume that you are wealthy and a longtime friend of X.

X comes to see you. She explains that she has in hand $800,000 (from her own savings and bank financing) and is short $200,000 to close the deal. X wants you to loan her $200,000. X has two specific proposals as follows.

Proposal One

Plastico is an old company. When founded it established its factory on the outskirts of Suva. Since that time Suva has grown and spread with the consequence that the land on which the factory stands is today much more valuable than when the factory was built. X has had the land valued at $300,000.

X has found alternative factory premises on the outskirts of modern Suva that would be suitable for the company. These premises are for sale for $100,000.

X proposes that you lend her $200,000 for four months only. X will acquire Plastico. The company’s new directors, X and her husband, will have Plastico sell its current factory and relocate to the premises already identified. The relocation will provide net cash of $200,000. Plastico will then pay a dividend of $200,000. X will use the distribution to repay your loan.

Proposal Two

X proposes that you lend her $200,000. This will be a longer term loan of say 6 years to be paid down incrementally over the life of the loan. Plastico will retain its present factory premises. As security for the loan, Plastico’s new directors, X and her husband, will have Plastico grant you a first mortgage over the current factory premises. Given the valuation placed on the premises the loan will be almost risk free.

Further details of both proposals provide an attractive return for you on the financing.

Required:
Consider each proposal separately and in turn.
Does the proposal offend any of the capital maintenance rules?

[Note ‘agreement in principle’ refers to a situation where two parties have agreed on all the terms of a deal (i.e. contract) but have not yet formally committed to the deal. In this story the parties (X and the two brothers) will only sign the contact document detailing the agreement when X has lined up the required cash of $1 million.]

amethystpug972

QST LA 245 Lecture Notes - Lecture 21: Model Business Corporation Act, Treasury Stock, Registered Agent

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