A Ron Wants to Buy All of the Stock of Quagmar

question 29

Essay

a. Ron wants to buy all of the stock of Quagmar, Inc. He approaches the officers and directors and offers to pay them $200 per share for each of the shares they hold. The officers and directors agree and then convince the majority of shareholders to sell their stock for $100 per share. Do the other stockholders have a cause of action against the officers and directors? Explain.
b. Arthur, Bob, and Clark are three of the five board members of Krescent, Inc. One day they meet by chance for breakfast and decide to transact some corporate business while they are all together. If they decide to declare a dividend and to purchase another building for the corporation at this meeting, will their actions be binding on the corporation? Explain.

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Definitions:

Aphasia

A disorder of language, thought to have neurological causes, in which language production and/or language reception are disrupted.

Agnosia

A disorder characterized by the inability to recognize and identify objects, people, or sounds, despite having intact sensory function, usually resulting from brain injury or disease.

Amnesia

A deficit in memory caused by brain damage, disease, or psychological trauma, where the individual is unable to recall past experiences or learn new information.

Speech Error Studies

Research examining the errors made during speech as a way to understand how language is processed in the brain.