From a student:
I understand that partnership is “An agreement b/w two or more persons to carry on a business TOGETHER for a profit.” I also understand that within the meaning of the word “persons” in the partnership definition it includes that person can be “persons, corporations, LLC’s, etc.” Thus, this indicates that when we have a corporation issue on a hypothetical, it means that we may also have a discussion of partnership.
What is confusing me though is the fact that partners are liable for partnership debts and I cannot understand how this fact about partners being liable for partnership debts would go on a discussion about corp and partnership. So, who is liable for the partnership debt in a corp/partnership hybrid question?
Answer: Suppose two corps decide to do business together, perhaps to run a food truck, or build a building or develop software. At that point there are three entities, the two corps and the partnership. Any debts that arise in the course of running the food truck etc would be a liability of the partnership; the partners of the partnership would be liable for the debts. Continue reading
Question from a student
Regarding Closely Held Corp.
Where there is a question of salary/compensation for a board member, would there be a discussion of Interested Director Transaction?
Compensation of a board member is clearly an interested director transaction. Remember though that all that really means is – is the transaction fair to the corp? There cannot be a safe harbor exception because the board cannot step out of the room – there will be no one in the room! Continue reading
I have posted an analysis of the second take home mid-term exam. It is on D2L.
I have uploaded an Outline for class 10 onto D2L.
I will not be at the law school in Chatsworth tomorrow – 11/10. There is something going on there. I will be at the Chatsworth campus next Saturday 10am to 12pm.
As I said in class, we will not have class tomorrow in Chatsworth. We will have class on Wednesday at LAX.
I have graded the three additional SFV exams that were “lost.” They will be at the Chatsworth campus later today. Ask Pat or Mauricio. They also have the exams that were not picked up last Tuesday.
One student has convinced me that his exam was single space because of printing problems at LAX. So I will grade the single space exams this time.
Last night, I found two SFV mid-term exams in with the briefs for the SFV. One is single space so I will not grade it. i will grade the other and bring both to the school by the end of Friday.
I have uploaded to D2L the outline for Class 7 – Shareholders and the analysis for Essay No. 4.
I have added a suggested analysis for take home essays 2 and 3 to D2l.
I will bring the first take home mid-term to class tonight.
I want to get through the cases for Class 7 – Shareholders this week so the Seinfeld case.