Wednesday, April 24, 2019

USA Corporations Law Case Study Example | Topics and Well Written Essays - 3500 words

USA Corporations Law - Case occupy ExampleIn dealing with this case, the move give be applying the review of the Securities Litigation Uniform Standards cultivate of 1998 (Pillegi, 2007). The court will be more concerned on the breach of the fiduciary tariff of disclosure.The court is likely to rule against the Barnes family (Marciano v. Nakash). The loan that the Ewing family make to the Ewing Corporation was valid and enforceable. The duty of disclosure requires that the directors learn solely the details that pertain to the transaction that is been carried out (Alexander, 2008). The disclosure is made to the board of directors and to the shareholders. Since the Ewing family did full disclosure of the secular facts that involved the loan, including the terms of the loan and the deed of trust, it will be hard for the Barnes to heighten that the fiduciary duty was breached (Pillegi, 2007). Furthermore, the shareholders approved the loan. This is despite the fact that the vot ing was do along family lines. It is beyond doubt that the voting of the directors and the shareholders was done in hot faith.The burden of proof will be different for both parties of the dispute. The Barnes is required to prove that the Ewing directors breached the fiduciary duty in approving that loan. ... Despite this knowledge, the Ewing directors went ahead and approved the loan to the company (Greenberg & Kagan, 2009). On the other hand, the Ewing directors will be required to prove to the court that their action was based on good intentions to the company. This will be easy to prove since there is already prove that the company tried to throw funding from external sources without any success. They will deem to prove to the court that they did not try to resign advantage of the financial troubles of the company to benefit themselves. The Ewing directors will also be required to prove to the courts that they were well(p) with their dealings with Ewing Oil Inc. this honest y will have to be proved by the fact that they did disclose the material details surrounding the transaction to the shareholders (Dunn et al, 2009). The shareholders went ahead and approved the loan, albeit along family lines. But the court will not be interested on the background of the shareholders. The important thing was that they did approve the loan. There is no proof that the shareholders were misinformed on anything or misled. The Ewing directors will also have to prove that they did not omit anything that was splendor when they were doing the disclosure. The omission, if proved that it did exist, will show that the Ewing directors were acting on bad faith. The omission that they might have made was for example the one pertaining to the period within which they were supposed to foreclose on their loan. If the omission is proved to have influenced the direction that the shareholders took in voting, the Barnes family would have achieved the fete of proving that a fiduciary du ty was breached. b. The

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