The boards of directors of DuMont Corp. and Epsot, Inc., agreed to enter into a friendly merger, with DuMont Corp. to be the surviving entity. The stock of both corporations was listed on a national stock exchange. In connection with the merger, both corporations distributed to their shareholders proxy statements seeking approval of the proposed merger. The shareholders of both corporations voted to approve the merger. About three weeks after the merger was consummated, the price of DuMont stock fell from $25 to $13 as a result of the discovery that Epsot had entered into several unprofitable long-term contracts two months before the merger had been proposed. The contracts will result in substantial losses from Epsot’s operations for at least the next four years. The existence and effect of these contracts, although known to both corporations at the time of the proposed merger, were not disclosed in the proxy statements of either corporation. Can the shareholders of DuMont recover in a suit against DuMont under the 1934 Act? Explain.
> Discuss the validity and effect of each of the following: (a) A, B, and C, manufacturers of radios, orally agree that due to the disastrous, cutthroat competition in the market, they will establish a reasonable price to charge their purchasers. (b) A, B,
> Section 103 of the Federal Public Works Employment Act establishes the Minority Business Enterprise (MBE) program and requires that, absent a waiver by the Secretary of Commerce, 10 percent of all federal grants given by the Economic Development Administ
> Johnson, president of the First National Bank of A, believes that it is appropriate to employ only female tellers. Hence, First National refuses to employ Ken Baker as a teller but does offer him a maintenance position at the same salary. Baker brings a
> Erwick was dismissed from her job at the C & T Steel Company because she was “an unsatisfactory employee.” At the time, Erwick was active in an effort to organize a union at C & T. Is the dismissal valid?
> T. W. E., a large manufacturer, prohibited its employees from distributing union leaflets to other employees while on the company’s property. Richard, an employee of T. W. E., disregarded the prohibition and passed out the leaflets before his work shift
> Hazelwood School District is located in Sleepy Hollow Township. It is being sued by several teachers who applied for teaching positions with the school but were rejected. The plaintiffs, who are all African-Americans, produce the following evidence: (a)
> Anthony was employed as a forklift operator for Blackburn Construction Company. While on the job, he operated the forklift in a manner that was careless and in direct violation of Blackburn’s procedural manual and, as a result, caused himself severe inju
> Seigel, a seventy-three-year-old man, was injured at one of Giant Food’s retail food stores when a bottle of Coca-Cola exploded as he was placing a six-pack of Coke into his shopping cart. The explosion caused him to lose his balance and fall, with injur
> For the balance due on the purchase of a tractor Henry Brown executed and delivered to Jane Jones his promissory note containing the following language: January 1, 2015, I promise to pay to the order of Jane Jones the sum of $7,000 to be paid only out of
> N.I.S. promoted John, a forty-two-year-old employee, to a supervisor’s position while passing over James, a fifty-eight-year-old employee. N.I.S. told James he was too old for the job and that it preferred a younger man. Discuss whether James will succee
> Johnson Controls’ implemented a policy that women who are pregnant or who are capable of bearing children would not be placed into jobs involving lead exposure. Employees filed a class action lawsuit challenging Johnson Controls’ fetal-protection policy
> The Steamship Clerks Union has approximately 124 members, 80 of whom are classified as active. Members serve as steamship clerks who, during the loading and unloading of vessels in the port of Boston, check cargo against inventory lists provided by shipp
> Plaintiff, Beth Lyons, a staff attorney for the Legal Aid Society (Legal Aid) brought suit against her employer, alleging that Legal Aid violated the Americans with Disabilities Act (ADA) and the Rehabilitation Act by failing to provide her with a parkin
> Janet, a twenty-year-old woman, applied for a position driving a truck for Federal Trucking, Inc. Janet, who is 5’4” tall and weighs 135 pounds, was denied the job because the company requires that all employees be at least 5’6” tall and weigh at least 1
> Michelle Vinson was an employee of Meritor Savings Bank for approximately four years. Beginning as a teller-trainee, she ultimately advanced to the position of assistant branch manager. Her promotions were based solely upon merit. Sidney Taylor, a vice p
> John Novosel was employed by Nationwide Insurance Company for fifteen years. Novosel had been a model employee and, at the time of discharge, was a district claims manager and a candidate for the position of division claims manager. During Novosel’s fift
> Wise was fired from her job at the Mead Corporation after she was involved in a fight with a co-worker. On four other unrelated occasions, fights had occurred between male co-workers. Only one of the males was fired, but this was after his second fight,
> Burdine, a woman, was hired by the Texas Department of Community Affairs as a clerk in the Public Service Careers Division (PSCD). The PSCD provides training and employment opportunities for unskilled workers. At the time she was hired, Burdine already h
> City of Richmond, Virginia (the City) adopted a Minority Business Utilization Plan requiring prime contractors awarded city construction contracts to subcontract at least 30 percent of the dollar amount of each contract to one or more Minority Business E
> Salem Supply Co. sells new and used gardening equipment. Ben Buyer purchased a slightly used riding lawn mower for $1,500. The price was considerably less than that of comparable used mowers. The sale was clearly indicated to be “as is.” Two weeks after
> The defendant, Berger Transfer and Storage, operated a national moving and transfer business employing approximately forty persons. In May and June, Local 705 of the International Brotherhood of Teamsters spoke with a number of Berger employees, obtainin
> At Whirlpool’s manufacturing plant in Ohio, overhead conveyors transported household appliance components throughout the plant. A wire mesh screen was positioned below the conveyors in order to catch falling components and debris. Maintenance employees f
> The United Steelworkers of America and Kaiser Aluminum entered into a master collective bargaining agreement covering terms and conditions of employment at fifteen Kaiser plants. The agreement contained an affirmative action plan designed to eliminate co
> Samsoc brought an action against the Sailors’ Union alleging that the Union induced and encouraged employees of Moore Dry Dock Company to engage in a strike or concerted refusal in the course of their employment to perform services for Moore in connectio
> Worth H. Percivil, a mechanical engineer, was employed by General Motors (GM) for twenty-six years until he was discharged. At the time his employment was terminated, Percivil was head of GM’s Mechanical Development Department. Percivil sued GM for wrong
> Gooddecade manufactures and sells automobile parts throughout the eastern part of the United States. Among its full-time employees are 220 fourteen- and fifteen-year-olds. These teenagers are employed throughout the company and are paid at an hourly wage
> Sony Corporation manufactured and sold home video recorders, specifically Betamax videotape recorders (VTRs). Universal City Studios, Inc. (Universal) owned the copyrights on some programs aired on commercially sponsored television. Individual Betamax ow
> George McCoy of Florida has been manufacturing and distributing a cheesecake for more than five years, labeling his product with a picture of a cheesecake, which serves as a background for a Florida bathing beauty and under which is written the slogan “M
> Gibbons, Inc., and Marvin Corporation are manufacturers who sell a variety of household cleaning products in interstate commerce. On national television Gibbons states that its laundry liquid is biodegradable and that Marvin’s is not. In fact, both produ
> Sally, having filed locally an affidavit required under the assumed name statute, has been operating and advertising her exclusive toy store for twenty years in Centerville, Illinois. Her advertising has consisted of large signs on her premises reading “
> The plaintiff, while dining at the defendant’s restaurant, ordered a chicken pot pie. While she was eating, she swallowed a sliver of chicken bone, which became lodged in her throat, causing her serious injury. The plaintiff brings a cause of action. Sho
> Conrad and Darby were competitors in the business of dehairing raw cashmere, the fleece of certain Asiatic goats. Dehairing is the process of separating the commercially valuable soft down from the matted mass of raw fleece, which contains long coarse gu
> Stella, a chemist, was employed by Johnson, a manufacturer, to work on a secret process for Johnson’s product under an exclusive three-year contract. Johnson employed Dabney, a salesperson, on a week-to-week basis. Stella and Dabney resigned their employ
> Jennings conceived a secret process for the continuous freeze-drying of foodstuffs and related products and constructed a small pilot plant that practiced the process. However, Jennings lacked the financing necessary to develop the commercial potential o
> Napster, Inc. (“Napster”), facilitates the transmission of MP3 files between and among its users. Through a process commonly called “peer-to-peer” file sharing, Napster allows its users to: (1) Make MP3 music files stored on individual computer hard dri
> Since the 1950s Qualitex Company has used a special shade of green-gold color on the pads that it makes and sells to dry cleaning firms for use on dry cleaning presses. In 1989 Jacobson Products (a Qualitex rival) began to sell its own press pads to dry
> B. C. Ziegler and Company (Ziegler) was a securities company located in West Bend. It had established an internal procedure by which its customer lists were treated confidentially. This procedure included burning or shredding any paper to be disposed of
> In 1967, a Chicago brewer, Meister Brau, Inc., began making and selling a reduced-calorie, reduced-carbohydrate beer under the name “LITE.” Late in 1968, that company filed applications to register “LITE” as a trademark in the United States Patent Office
> As part of its business, Kinko’s Graphics Corporation (Kinko’s) copied excerpts from books, compiled them in “packets,” and sold the packets to college students. Kinko’s did this without permission from the owners of the copyrights to the books and witho
> T.G.I. Friday’s, a New York corporation and registered service mark, entered into an exclusive licensing agreement with Tiffany & Co. that allowed Tiffany to open a Friday’s restaurant in Jackson, Mississippi. International Restaurant Group, operated by
> Vuitton, a French corporation, manufactures high-quality handbags, luggage, and accessories. Crown Handbags, a New York corporation, manufactures and distributes ladies’ handbags. Vuitton handbags are sold exclusively in expensive department stores, and
> At the start of the social season, Aunt Lavinia purchased a hula skirt in Sadie’s dress shop. The salesperson told her, “This superior garment will do things for a person.” Aunt Lavinia’s houseguest, her niece, Florabelle, asked and obtained her aunt’s p
> The Coca-Cola Company manufactures a carbonated beverage, Coke, made from coca leaves and cola nuts. The Koke Company of America introduced into the beverage market a similar product named Koke. The Coca-Cola Company brought a trademark infringement acti
> Keller, a professor of legal studies at Rhodes University, is a diligent instructor. Late one night, while reading a newly published, copyrighted treatise of 1,800 pages written by Gilbert, he came across a three-page section discussing the subject matte
> Venable Corporation has 750,000 shares of common stock outstanding, which are owned by 640 shareholders. The assets of Venable Corporation are valued at more than $10 million. In March, Underhill began purchasing shares of Venable’s common stock in the o
> Tanaka, a director and officer of Deep Hole Oil Company, telephoned Romani for the purpose of buying 200 shares of Deep Hole Company stock owned by Romani. During the period of negotiations, Tanaka concealed his identity and did not disclose the fact tha
> Nova, Inc., sought to sell a new issue of common stock. It registered the issue with the SEC but included false information in both the registration statement and the prospectus. The issue was underwritten by Omega & Sons and was sold in its entirety by
> Intercontinental Widgets, Inc., had applied for a patent for a new state-of-the-art widget that, if patented, would significantly increase the value of Intercontinental’s shares. On September 1, the Patent Office notified Jackson, the attorney for Interc
> Farthing is a director and vice president of Garp, Inc., whose common stock is listed on the New York Stock Exchange. Farthing engaged in the following transactions in the same calendar year: on January 2, Farthing sold 500 shares at $30 per share; on Ja
> Capricorn, Inc., is planning to “go public” by offering its common stock, which previously had been owned by only three shareholders. The company intends to limit the number of purchasers to twenty-five persons resident in the state of its incorporation.
> Bigelow Corporation has total assets of $850,000, sales of $1,350,000, and one class of common stock with 375 shareholders and a class of preferred stock with 250 shareholders, both of which are traded over the counter. Which provisions of the Securities
> Calvin purchased a log home construction kit, manufactured by Boone Homes, Inc., from an authorized Boone dealer. The sales contract stated that Boone would repair or replace defective materials and that this was the exclusive remedy available against Bo
> W. J. Howey Co. and Howey-in-the-Hills Service, Inc., were Florida corporations under direct common control and management. The Howey Company owned large tracts of citrus acreage in Florida. The service company cultivated, harvested, and marketed the cro
> Texas Gulf Sulphur Company (TGS) was a corporation engaged in exploring for and mining certain minerals. A particular tract of Canadian land looked very promising as a source of desired minerals, and TGS drilled a test hole on November 8. Because the cor
> Dirks was an officer of a New York broker-dealer firm who specialized in providing investment analysis of insurance company securities to institutional investors. On March 6, Dirks received information from Ronald Secrist, a former officer of Equity Fund
> Acme Realty, a real estate development company, is a limited partnership organized in Georgia. It is planning to develop a 200-acre parcel of land for a regional shopping center and needs to raise $ 1.25 million. As part of its financing, Acme plans to o
> Kemp & Beatley was a company incorporated under the laws of New York. Eight shareholders held the corporation’s outstanding 1,500 shares of stock. Petitioners Dissin and Gardstein together owned 20.33 percent of the stock, and each had been a longtime em
> Tretter alleged that his exposure over the years to asbestos products manufactured by Philip Carey Manufacturing Corporation caused him to contract asbestosis. Tretter brought an action against Rapid American Corporation, which was the surviving corporat
> Mildred, Deborah, and Bob each own one-third of the stock of Nova Corporation. On Friday, Mildred received an offer to merge Nova into Buyer Corporation. Mildred, who agreed to call a shareholders’ meeting to discuss the offer on the following Tuesday, t
> Zenith Steel Company operates a prosperous business. The board of directors voted to spend $20 million of the company’s surplus funds to purchase a majority of the stock of two other companies—Green Insurance Company and Blue Trust Company. Green Insuran
> Johnson Company, a corporation organized under the laws of State X, after proper authorization by the shareholders, sold its entire assets to Samson Company, also a State X corporation. Ellen, an unpaid creditor of Johnson Company, sues Samson Company on
> Cutler Company was duly merged into Stone Company. Yetta, a shareholder of the former Cutler Company, having paid only one-half of her subscription, is now sued by Stone Company for the balance of the subscription. Yetta, who took no part in the merger p
> Robert in Chicago entered into a contract to sell certain machines to Terry in New York. The machines were to be manufactured by Robert and shipped F.O.B. Chicago not later than March 25. On March 24, when Robert was about to ship the machines, he receiv
> (a) When may a corporation sell, lease, exchange, mortgage, or pledge all or substantially all of its assets in the usual and regular course of its business? (b) When may a corporation sell, lease, exchange, mortgage, or pledge all or substantially all o
> In early 1984, Royal Dutch Petroleum Company (Royal Dutch), through various subsidiaries, controlled approximately 70 percent of the outstanding common shares of Shell Oil Co. (Shell). On January 24, 1984, Royal Dutch announced its intention to merge She
> The shareholders of Endicott Johnson who had dissented from a proposed merger of Endicott with McDonough Corporation brought a proceeding to fix the fair value of their stock. At issue was the proper weight to be given the market price of the stock in fi
> All Steel Pipe and Tube is a closely held corporation engaged in the business of selling steel pipes and tubes. Leo and Scott Callier are its two equal shareholders. Scott is Leo’s uncle. Leo is one of the company’s two directors and is president of the
> Acme Corporation’s articles of incorporation require cumulative voting for the election of its directors. The board of directors of Acme Corporation consists of nine directors, each elected annually. (a) Peter owns 24 percent of the outstanding shares of
> Mitchell, Nelson, Olsen, and Parker, experts in manufacturing baubles, each owned fifteen of one hundred authorized shares of Baubles, Inc., a corporation of State X that does not permit cumulative voting. On July 7, 2008, the corporation sold forty shar
> Gore had been the owner of 1 percent of the outstanding shares of the Webster Company, a corporation since its organization ten years ago. Ratliff, the president of the company, was the owner of 70 percent of the outstanding shares. Ratliff used the shar
> X Corporation manufactures machine tools. Its two principal competitors are Y Corporation and Z Corporation. The five directors of X Corporation are Black, White, Brown, Green, and Crimson. At a duly called meeting of the board of directors of X Corporat
> Raphael, a minority shareholder of the Sample Corporation, claims that the following sales are void and should be annulled. Explain whether Raphael is correct. (a) Smith, a director of the Sample Corporation, sells a piece of vacant land to the Sample C
> Zenith Steel Company operates a prosperous business. In January, Zenith’s CEO and president, Roe, who is also a member of the board of directors, was voted a $1,000,000 bonus by the board of directors for valuable services he provided to the company duri
> The ABC Company, located in Chicago, contracted to sell a carload of television sets to Dodd in St. Louis, Missouri, on sixty days’ credit. ABC Company shipped the carload to Dodd. On arrival of the car at St. Louis, Dodd paid the freight charges and res
> Bernard Koch was president of United Corporation, a closely held corporation. Koch, James Trent, and Henry Phillips made up the three-person board of directors. At a meeting of the board, Trent was elected president, replacing Koch. At the same meeting,
> A, B, C, D, and E constituted the board of directors of the X Corporation. While D and E were out of town, A, B, and C held a special meeting of the board. Just as the meeting began, C became ill. He then gave a proxy to A and went home. A resolution was
> Klinicki and Lundgren, both furloughed Pan Am pilots stationed in West Germany, decided to start their own charter airline company. They formed Berlinair, Inc., a closely held Oregon corporation. Lundgren was president and a director in charge of develop
> Donald J. Richardson, Grove L. Cook, and Wayne Weaver were stockholders of Major Oil. They brought a direct action, individually and on behalf of all other stockholders of Major, against certain directors and other officers of the corporation. The compla
> 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. Prit
> Muller, a shareholder of SCM, brought an action against SCM over his unsuccessful negotiations to purchase some of SCM’s assets overseas. He then formed a shareholder committee to challenge the position of SCM’s management in that suit. To conduct a prox
> Riffe, while serving as an officer of Wilshire Oil Company, received a secret commission for work he did on behalf of a competing corporation. Can Wilshire Oil recover these secret profits and, in addition, recover the compensation Wilshire Oil paid to R
> Minority shareholders of Midwest Technical Institute Development Corporation, a closed-end investment company owning assets consisting principally of securities of companies in technological fields, brought a shareholder derivative suit against officers
> Neese, trustee in bankruptcy for First Trust Company, brings a suit against the directors of the company for losses the company sustained as a result of the directors’ failure to use due care and diligence in the discharge of their duties. The specific a
> A bylaw of Betma Corporation provides that no shareholder can sell his shares unless he first offers them for sale to the corporation or its directors. The bylaw also states that this restriction shall be printed or stamped upon each stock certificate an
> Jane sells and delivers to Gerald on June 1 certain goods and receives from Gerald at the time of delivery Gerald’s check in the amount of $9,000 for the goods. The following day, Gerald is petitioned into bankruptcy; and Gerald’s bank dishonors the chec
> Brown, the president and director of a corporation engaged in owning and operating a chain of motels, was advised, on what seemed to be good authority, that a superhighway was to be constructed through the town of X, which would be a most desirable locat
> Sayre learned that Adams, Boone, and Chase were planning to form a corporation for the purpose of manufacturing and marketing a line of novelties to wholesale outlets. Sayre had patented a self-locking gas tank cap but lacked the financial backing to mar
> Almega Corporation, organized under the laws of State S, has outstanding 20,000 shares of $100 par value nonvoting preferred stock calling for noncumulative dividends of $5 per year; 10,000 shares of voting preferred stock of $50 par value, calling for c
> Alpha Corporation has outstanding 400 shares of $100 par value common stock, which has been issued and sold at $105 per share for a total of $42,000. Alpha is incorporated in State X, which has adopted the earned surplus test for all distributions. At a
> Paul Bunyan is the owner of noncumulative 8 percent preferred stock in the Broadview Corporation, which had no earnings or profits in 2013. In 2014, the corporation had large profits and a surplus from which it might properly have declared dividends. How
> For five years, Henry and James had been engaged as partners in building houses. They owned the equipment necessary to conduct the business and had an excellent reputation. In March, Joyce, who previously had been in the same kind of business, proposed t
> Hyperion Company has an authorized capital stock of 1,000 shares with a par value of $100 per share, of which 900 shares, all fully paid, were outstanding. Having an ample surplus, Hyperion Company purchased from its shareholders 100 shares at par. Subse
> Doris subscribed for 200 shares of 12 percent cumulative, participating, redeemable, convertible, preferred shares of the Ritz Hotel Company with a par value of $100 per share. The subscription agreement provided that she was to receive a bonus of one sh
> XYZ Corporation was duly organized on July 10. Its certificate of incorporation provides for a total authorized capital of $1 million, consisting of ten thousand shares of common stock with a par value of $100 per share. The corporation issued for cash a
> Smith’s Food & Drug Centers, Inc. (SFD) is a Delaware corporation that owns and operates a chain of supermarkets in the Southwestern United States. Jeffrey P. Smith, SFD’s chief executive officer, and his family hold common and preferred stock constituti
> Henry and Mary entered into a written contract whereby Henry agreed to sell and Mary agreed to buy a certain automobile for $8,500. Henry drove the car to Mary’s residence and properly parked it on the street in front of Mary’s house, where he tendered i
> International Distributing Export Company (IDE) was organized as a corporation on September 7, 2008, under the laws of New York and commenced business on November 1, 2008. IDE formerly had existed as a sole proprietorship. On October 31, 2008, the newly
> Wood, the receiver of Stanton Oil Company, sued Stanton’s shareholders to recover dividends paid to them for three years, claiming that at the time these dividends were declared, Stanton was in fact insolvent. Wood did not allege that the present credito
> Olympic National Agencies was organized with an authorized capitalization of preferred stock and common stock. The articles of incorporation provided for a 7 percent annual dividend for the preferred stock. The articles further stated that the preferred
> Amalgamated Corporation, organized under the laws of State S, sends several traveling salespersons into State M to solicit orders, which are accepted only at the home office of Amalgamated Corporation in State S. Riley, a resident of State M, places an o
