Month: November 2017

Can a corp file a chapter 7 bankruptcy petition without approval of the shareholders?

/ profhayesuwla / 1 Comment

This is an update to the prior post.  My bankruptcy colleague posted:

Dear Colleagues,

A corporation filed for Chapter 7 protection.  However, the 80% shareholder, who is neither an officer, nor a director, did not sign anything authorizing the filing.  Can the case be dismissed based on the failure of the Board to have the 80% shareholder sign the corporate resolution authorizing the filing?

I suspect that the answer to my question is, “Look at the articles of incorporation and the by-laws,” but I thought I’d see if there is a general principle I can use here.

All the best, Nick

Someone asked him for more details and he responded: Continue reading →

Question from a bankruptcy list serve

/ profhayesuwla / Leave a comment

See how much you have learned?  Each of you can answer this question I’m sure.  The question was posted by a very knowledgeable and good bankruptcy lawyer.

Dear Colleagues,

A corporation filed for Chapter 7 protection.  However, the 80% shareholder, who is neither an officer, nor a director, did not sign anything authorizing the filing.  Can the case be dismissed based on the failure of the Board to have the 80% shareholder sign the corporate resolution authorizing the filing?

I suspect that the answer to my question is, “Look at the articles of incorporation and the by-laws,” but I thought I’d see if there is a general principle I can use here.

All the best,

Nick

Nice Discussion of Shareholder Proposals

/ profhayesuwla / Leave a comment

We did not spend much time on this in class.  We discussed that anyone seeking a proxy in a public corporation must first prepare a “proxy solicitation statement” which has a huge amount of information and is therefore very expensive to prepare.  Shareholders therefore can ask the corporation to include a proposal into the proxy solicitation statement that the company is preparing anyway.   The BOD can refuse to do that on specific grounds.  Below is a nice discussion of the shareholder proposal rules. Continue reading →

Office Hours

/ profhayesuwla / Leave a comment

I will be at the school in Chatsworth tomorrow at 3:00 p.m.  I will stay for a couple hours.  Students are welcome to come by and ask questions.  Or we can discuss your exam answers or even the first four essays you did in this class.

Next Tuesday and Wednesday is our last class.  We will review the two prior exams I passed out in class.  If you didn’t get a copy, you can go to D2L and get the “Exams and Analysis” file I posted there.  The exams we will discuss are the finals for 2015 and 2014.   We can also review anything else students wish to review.

2nd Mid Term Grades

/ profhayesuwla / Leave a comment

I am still in San Francisco.  I will be at class tonight but I have not finished grading the 2nd Mid Term.  Next week.  Tonight we will talk about the exam, talk about LLCs a little and then go to agency issues. Read the two cases assigned re agency.  Bring the prior year exam I passed out last week.  We will review that also.

Final Exam and Grading

/ profhayesuwla / Leave a comment

I have been asked by many students if I prepare the final exam and whether I personally grade it.  The answer to both questions is yes.

Also, I have decided that I will not count the mid-term grade if your final exam grade is higher than the mid-term.  So the mid-term grade will be used only if it helps your final grade; not if it reduces the final grade.