Using a Cash Merger to Acquire Minority Shares If the majority shareholders want to buy the shares of the minority shareholders, but it is not feasible to negotiate a separate transaction with each minority shareholder, the following “cash merger” should be considered: a) the majority shareholder(s) of Target form a new corporation “Newco” to which they contribute their Target shares. b) the majority shareholders arrange for the merger of Target into Newco. In the merger, Newco’s name is change…
1) Collect all Crosby cases in which a plaintiff alleges malpractice against a lawyer for failure to draft a shareholder or CCA that protects minority shareholders. As a threshold matter, the statute of limitations for legal malpractice actions is one year. Ohio Rev. Code Ann. § 2305.11(A). Generally, an individual shareholder may not bring a legal malpractice action against an attorney that is employed by the corporation itself. See e.g. LeRoy v. Allen, Yurasek & Merklin, 114 Ohio St. 3d 323.…
A) According to the book, if Henry doesn’t agree with the transaction he doesn’t have to be a shareholder in the new Marble Meats Corporation (MMC) that is formed after the merger with Natural Farms. Shareholders Appraisal Rights mean that Henry has the right to be paid the fair value of the MMC shares he owed on the date of the transaction. The fair value of the shares is calculated as the value on the day before the date of the stockholder voting for the transaction. Getting paid the appraisal…
some of their responsibilities. The impact they have on the society, environment and culture has raised concerns over the years. This begs the question of whether these corporations have any responsibility at all except the responsibility to their shareholders, to make profits. As a result many theorists took it upon themselves to rethinking the roles and responsibilities of the…
stakeholder is “any group or individual that can affect or be affected by an organization’s purpose.” With the idea of the stakeholder’s definition, there are many individuals that become affected by any one organization or business. Such people can be shareholders, financiers, employees, suppliers, customers, the surrounding community, and the government. Each different type of stakeholder has their own interests of which they would like to achieve from an organization. The stakeholder’s…
communicating efforts to shareholders. Sustainability reporting always had a positive impact on organisational change by mainly contributing to increased sustainability awareness and commitment which will give end result in changes towards more corporate sustainability. In sustainability reporting, drivers has aimed to evaluate the companies sustainability performance, to increase corporate transparency, and also to reduce the information irregularity between organisation and its shareholders…
and values in managing an organization. It addresses the importance of how companies and corporations should empower the stakeholders, not only the shareholders. The stakeholder perspective is used in developing particular guidelines for assessing human resource management effectiveness, and how that should treat the individuals that are shareholders or stakeholders. Freeman describes two definitions of what stakeholders are, a narrow definition and a wide definition. The narrow definition…
A. Assume that you are a banker and that each company has applied to you for a 90-day loan of $12,000. Which would you consider to be the more favorable prospect? At glance I would consider Moon Corporation as the most favorable prospect due to the amount of cash on hand, compared to Star Corporation this is a good sign of stronger company performance and more opportunities for future investments. Also, Moon’s total liabilities is significantly lower than Star and more manageable. B. Assume…
Amir Friedheim Professor Lefevre STRT4501 May 21, 2018 Husky Injection Molding Systems What is Husky’s competitive strategy? One of the organizations competitive strategies is their distinctiveness. The organization manufactured complex machinery that met the market demands and was difficult for their competitors to copy. As a result, the organization had a competitive advantage over other players in the market. Also, Husky Injection effectively managed to secure high-quality machines. The…
Stocks are pieces of a company that investors, called shareholders, buy that represent ownership on a small percentage of the corporation's earnings and assets. The percentage that a shareholder owns of a company is proportional to the amount of stocks they've bought and the total amount of stocks a corporation owns. Stocks are purchased and sold at stock markets all around the world. A stock market is where investors can buy, sell, and trade stocks. The largest in the world is the New York…