Question from a bankruptcy list serve

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,


Office Hours

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

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

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.

Class on 10/31 and 11/1

Tomorrow night in Chatsworth I will start class at 7:00 p.m. to give a little more time to those who need it for their trick or treaters.  I will take roll at 7:00 p.m. and anyone who comes in after that will receive a half absence.

I will get to the school at 6:00 p.m. and will review the exams of any students who are interested.

In class we will finish up the discussion of Rule 10b(5) and will review the four cases on alter ego this week.