Duty of Loyalty. Are there situations in which the duty of loyalty could conflict with other duties?

Chapter 26

Duty of Loyalty. Are there situations in which the duty of loyalty could conflict with other duties? Explain your answer. (see duties of agents and Principals)

Duty of Loyalty. Taser international, Inc., develops and makes video and audio-recording devices. Steve Ward was Taser’s vice president of marketing when he began to explore the possibility of developing and marketing devices of his own design, including a clip on camera. Ward talked to parent attorneys and a product development company, and completed most of a business plan before he resigned from Taser. He then formed Vievu, LLC, to market the clip-on camera. Did Ward breach the duty of loyalty? Could he have taken any steps toward starting his own firm without breaching this duty? Discuss. (see duties of agents and Principals).

Chapter 27

Workers compensation. Should workers’ compensation be denied to a worker who is injured off the employer’s premises, regardless of the reason the worker is off the premises? Why or why not? (see worker health and safety.)

Overtime. McNeill Pediatrics is a subsidiary of Johnson & Johnson (J&J). Patty Smith was a McNeill senior professional sales representative. Her position required her to visit prescribing physician to extoll the benefits of J&J pharmaceuticals. She targeted ten doctors per day, with revisits each quarter. Plans to maximize results were at her discretion. Her base salary was $66,000, with potential bonuses. Was Smith eligible for overtime pay? Is it fair to exempt any employees from overtime pay requirements? Why or why not? (see wage and hour laws).
Chapter 28

Employment discrimination. Should English-only policies in the workplace be considered a form of national-origin discrimination? Explain. (see title VII of the Civil Right Act.)

Online Harassment. Should an employer’s e-mail system be considered part of the workplace? Discuss your answer. (see title VII of the Civil Right Act.)
Chapter 29

Partnership agreement. Why should partnership agreement be in writing? (see partnership)

Partner’s Dissociation. Elliot Willensky and Beverly Moran formed a partnership to buy, renovate, and sell a house. Morgan agreed to finance the effort, which was cost no more than $60,000. Willensky agreed to oversee the work, which was to be done in six months. As the project progressed, Willensky incurred excessive and unnecessary expenses, misappropriated funds for his personal use, did not pay bills on time, and did not keep Moran informed of the cost. More than a year later, Wilolensky walked off the project. Morgan completed the renovation, which ultimately cost $311,222 and sold the house. Which of Willensky’s actions breached the partnership agreement? Which of his acts were unethical? (see partnership)

Chapter 30

Shareholder approval. Why should shareholders be required to approve certain types of corporate actions? (see Mergers and consolidations)

Dissolution. Why should courts be reluctant to order the dissolution of a corporation? (see termination of a corporation)

Purchase of Stock. Air products & chemicals, inc. made a tender offer of $70 per share to the shareholders of Airgas, Inc. The Airgas board rejected the offer as inadequate and too defensive measures to block the bid. Some Airgas shareholders field a suit against Airgas, seeking an order to compel the board to allow the shareholders to decide whether to accept Air Products’ offer. Why should have the power to accept or reject a tender offer? Why? How can directors best fulfill their duty to act in the interest of their shareholders?

Chapter 31

Board of directors’ meetings. Should state corporation law allow board of directors’ meetings to be held in cyberspace? Discuss. (see corporate management directors and officers)

Duty of Loyalty. Under what circumstances might a director’s sale of corporate property to himself or herself by justified? (See corporate management directors and officers)

The Business judgment rule. Robert Henrichs was elected the chairman of the board of Chugach Alaska Corp. during his term, Henrichs held board meetings with only his supporter present. He also refuse to follow bylaws that required a special meeting of shareholders on a certain matter and acted without board discussion or approval. In addition, he ignored board rules in the conduct of meetings and retailed against directors who challenged his decisions by excluding them from the board. Do these acts fall under the business judgment rule? Do they constitute a breach of ethics? Discuss. (see corporate management directors and officers)