Enter The Assignment Details
You may criticize a position but not the author. State precisely the point you disagree with. (Make sure you have not misinterpreted the writer’s position.) Offer reasons why you think their view is incorrect and support your position by citing the text or other sources–consider IRAC. A good answer or response will have some or all of the following features: .
Meg is the Vice President of Marketing for Women’s Style, Inc. (WSI), a New York publicly held corporation and the owner of a chain of retail stores selling that clothing for young women. Meg has a track record of selecting cutting edge styles and brands that produced substantial profits for WSI over the years, and her purchasing, marketing and industry specific management skills are well-regarded industry-wide. Notably, Meg holds a small block of WSI common stock.
Cutting loose on the Saturday night before a big Monday morning presentation to the Board, Meg hits on the town with her college friend Joie. Joie is a buyer for SXI, a publicly traded start-up company that manufactures a line of innovative clothing geared toward young women. Meg loves SXI clothes and Joie always brings her “freebies.” When Meg expresses concern this may get Joie in trouble with SXI managmenet for giving away too many gorgeous “frocks,” Joie says not to worry “they will never miss this stuff” and besides, if you are happy it is good for all of us….” Some of the clothes Joie gave to Meg were, according to Meg, “epic!” (Note to Cohort, I verified with my daughter Natalie that my use of slang works here and is still accurate). Meg believes this line will be a hit. Despite Meg’s good taste, so far, SXI has not been able to gain a strong foothold placing products in WSI stores.
The same night, in confidence after having way too much to drink, Joie tells Meg that she overheard her boyfriend, Jim, a member of SXI’s board, talking on his cell phone a few nights ago about a big deal that is going to take SXI to the top. She also heard him say that SXI is about to announce the launch a revolutionary more “eco-friendly” and less expensive new line with world-renown designer Freddie Swagger. Joie thinks the launch is set to move forward in three months, on August 1. She also tells Meg she plans to exercise her options on SXI stock when they vest of July 30th. She is excited because the strike price is low enough to be affordable (SXI has been struggling a bit over the last few years, but holding its own—she thinks). Meg is so excited because she has always wanted to get Swagger in WSI stores, but the price points quoted by her WSI’s other suppliers to date have been too high for their target market.
The next day, Meg wakes up with a serious headache, but realizes she is wearing a really cool, amazing set of pajamas—when she checks there is no label, but they have Swagger ‘s look “all over them”—they must be his design. Since she has never seen them before she realizes sneaky Joie must have snuck them in her bag last night. As Meg nurses her slight headache, lounging in her new Swagger jammies and reminiscing about her fun night out with Joie, she calls her stock broker and instructs him to buy 100,000 shares of SXI stock when the market opens on Monday. The broker makes the purchase as instructed. This is Meg’s first acquisition of SXI stock.
On that same Monday, Meg presents a report to WSI Board of Directors on market trends and planning for the coming season. She recommends the Board authorize her department to negotiate the purchase of $5 million of existing inventory from SXI, with projected gross profits from retail sales in excess of 70% (50% is industry target average). She doesn’t tell them about the Swagger deal but she feels strongly that this will motivate SXI to move the existing inventory quickly without much haggling–so her company can probably get a very good deal.
Meg presents her recommendation at a duly called meeting of the Board, attended by 12 of the 15 directors of WSI. Based on Meg’s recommendation the same day, seven directors present at the meeting voted in favor of a resolution approving the purchase from SXI. The remaining five directors who were present at the meeting dissented from the vote. The WSI certificate of incorporation and by-laws are silent regarding voting quorum requirements. WSI’s Board authorizes Meg to proceed with the deal. She closes it as planned the following week. SXI appears all too happy to land its first big contract with WSI.
WSI began placing the purchased clothing in its stores within 30 days of SXI’s product launch and just a month before the Swagger line was in stores everywhere. The purchase proves disastrous for WSI. The quality of the clothing produced by and purchased from SXI was inferior, unpopular and did not sell well at all. Returned merchandise is everywhere!
A group of WSI shareholders is threatening to commence a shareholder derivative action, in the right of the corporation against the directors. The action is not yet public knowledge. Meg knows about the threatened lawsuit, and although she likely won’t be named, she fears she may be fired soon. She and her lawyer are meeting today to discuss her options. She isn’t sure if she should at least sell her existing shares in WSI—she thinks that once the lawsuit threat is public the stock price will drop. She needs the money in case she is fired. If anyone finds out about her role in this, no one in the industry will hire her. New Yorkers have long memories and this is a cut-throat business. Five years ago, when she started with WSI, she executed a covenant not to disclose trade secrets or work for a direct competitor in New York state for 36 months following her departure from WSI regardless of the reason she leaves. Meg knows a lot about what got WSI to the top of its market and her departure to work for a competitor could have significant short term “bottom-line” implications.
(1) Assuming the resolution was properly adopted, could the directors of WSI be found personally liable for the losses associated with the purchase from SXI?
(2) Assuming the WSI Board finds out about Meg’s trading, what should it do?
(3) What if any issues are there for Meg arising from her recommendations to WSI’s Board?
(4) Regardless, if you were advising the Board or were a Board member, what should it do about Meg?
(5) Do you see any other issues?
Please prepare an analysis of the issues, applying facts and legal principles (rules). For
some of this material you will need to rely on textbook and PPt provided on the website as we did not have time to cover all material in class.
Like other assignments, the purpose of this assignment is to spot the issues; knowing
what is the issue is in some sense more important than knowing the answers. It is
okay to say that the answer is not clear; in such a case, present both sides of the
argument, then say which argument should prevail, and why. If you spot an issue
outside of the prompt questions, discuss it. State all assumptions, but do not spend
valuable space on non-issues or extreme tangents. If you need further information to assess fully the issues, note what additional facts you need to know and how those facts would affect the outcome. Anticipate and explain why counter arguments to your position likely fail. Do not assume the reader knows the rules or understand how they may or may not apply to the facts presented—walk them through the analysis. Note, the first fact pattern is almost the same as the Discussion Board Assignment—I have done this to test your ability to cogently synthesize key concepts covered in our course material and as discussed on the Board. Do not simply copy what others already posted, incorporate concepts, analysis etc to reach your own conclusions. Remember, the questions are thought joggers, I am still hoping you will follow the IRAC model where appropriate.
******Meg was employed as Vice President of Marketing for Women’s Style, Inc. (WSI), a New York business corporation and the owner of a chain of stores selling clothing for young women. Meg had a track record of selecting styles and brands that produced substantial profits for WSI, and her purchasing and marketing skills were well- regarded within the corporation.
One Saturday night Meg was out on the town with her friend Joie. Joie is a buyer for SXI, a start-up company that manufactures a line of innovative clothing for young women. Meg loves SXI clothes and Joie always brings her freebies. When Meg expresses concern this will get Joie in trouble, Joie tells her not to worry “they will never miss this stuff.” Some of the clothes Joie gave her were according to Meg “slamin.” (Note to Cohort, I verified with my daughter Natalie that my use of slang works here).
The same night, in confidence after way too much to drink, Joie told Meg that she
overheard her boyfriend, Jim, a member of SXI’s board talking on the phone about a big deal that is going to take SXI to the top. She also heard him say that SXI is about to announce the launch a revolutionary new line with world-renown designer Freddie Togood. Joie thinks the launch is set in three months, on August 1. She also tells Meg she plans to exercise her options when they mature of July 31. Meg, who never drinks as much as Joie, remembers their call the next day and while lounging in her new SXI jammies, calls her broker and instructs him to buy 10,000 shares of SXI stock when the market begins on Monday. The broker makes the purchase as instructed. On that same Monday, Meg presents a report to WSI Board of Directors recommending that it purchase $3 million of inventory from SXI. Meg presented her recommendation at a duly called meeting of the Board, attended by 12 of the 15 directors of WSI. Based on Meg’s recommendation, and without further research or analysis, seven directors of the Board present at the meeting voted in favor of a resolution approving the purchase from SXI. The remaining five directors who were present at the meeting dissented from the vote. The certificate of incorporation and by-laws of WSI are silent regarding voting quorum requirements. (Sounds like someone’s attorney made a mistake). WSI thereafter purchases the inventory from SXI. WSI began placing the purchased clothing in its stores within weeks of SXI’s product launch and just a month before the Togood line was in stores everywhere. The purchase proves disastrous for WSI. The quality of the clothing produced by SXI was inferior,
unpopular and did not sell well. A group of shareholders of WSI duly are threatening to commence a shareholder derivative action, in the right of the corporation against the directors, claiming that the purchase was unauthorized because a majority of the Board did not vote in favor of the purchase from SXI, and alleging waste and neglect in making the purchase. The action is not yet public knowledge. Meg knows about the threatened lawsuit, and although she likely won’t be named she fears a disastrous recommendation will result in her termination. She and her lawyer are meeting today to discuss her options. She isn’t sure if she should sell her existing shares in WSI, but she thinks that once the lawsuit threat is public the stock price will drop. She needs the money in case she is fired. She also has a covenant not to disclose trade secrets or work for a direct competitor in New York City for 12 months in the event she leaves or is terminated.
(1) Assuming the resolution was properly adopted, may the directors of WSI be
found personally liable for waste and neglect for the losses associated with the
purchase from SXI?
(2) Was the resolution authorizing the purchase from SXI properly adopted by vote of the Board of WSI?
(3) What if any issues are there relating to Joie’s conduct on her night out with
(4) What if any issues are there regarding Meg’s purchase of SXI stock?
(5) What if any issues are there for Meg arising from her recommendations to
Assuming the Board finds out about Meg’s trading, what should it do? Regardless, if you were advising the Board or were on the Board, what should it do about Meg?
(6) What if any issues are there if Joie buys SXI stock before the launch is announced?
Does she have any issues if she does not exercise her SXI stock options?
died his wife inherited his interest in the partnership. As the partnership agreement required, Donin’s interest was to be re-acquired by the remaining partners with payment to his widow for its fair market value. The partnership agreement required Dr. Donin’s interest to be repurchase based on the partnership’s finances at the time the payment to Mrs. Donin is made, not as of the date of Dr. Donin’s death. The partnership agreement was silent as to the time frame for the surviving partners to repurchase the interest following Donin’s death. Before he dies, the parternship was in the process of selling the hospital. After Dr. Donin’s death the surviving partners did did not reveal to Donin’s widow that the sale was being negotiated, was soon happened, and would more than quadruple the value of each partner’s interest. Among the other issues present, discuss whether the partners were required to repurchase the interest based on the sales price of the hospital or its value based on finances at the time of Dr. Donin’s death?A law firm partnership signed a ten-year lease for office space with Lean. Lean not only owned the building but was also a partner in the law firm. Five years into the lease, Lean withdrew as a partner from the law firm and assigned his partnership interest to the remaining partners. The firm continued to make payments to him under the lease. Two years later, the law firm defaulted on the lease and filed for bankruptcy.
Lean sued all past and present law firm partners for past due rent. The trial court held that only the assets of the bankrupt partnership were available for recovery, and that the personal assets of the original partners who signed the lease were not at stake nor were assets of current partners. Is that correct? Discuss.Quitt worked as a high-level account manager for Big$, a firm that designs and administers retirement plans for clients. The client list is confidential, but Quitt never signed a confidentiality agreement. When Quitt left Big$ after five years, he set up his own retirement plan management firm and contacted many Big$ clients to join his business. The only information Quitt had regarding Big$’s clients (identities and pertinent information), was solely from his memory. Big$ sued Quitt for theft of trade
secrets. The trial court awarded Big$ damages for fees it would have earned from the clients had Quitt not solicited their business. Quitt appealed. Is he liable? Why? What issues do you see?
Fact/Case Study Analysis
You are the Vice President of Marketing for Extreme Tech, a high-end manufacturer of plasma screens. During a staff meeting several pricing proposals are floated among the group with strong arguments to support each proposal.
After the meeting, you are weighing the pros and cons of each proposed plan so you can make recommendations to the CEO. Although each plan has different marketing benefits, your staff has opined that each would result in essentially the same level of sales. What other factors would you want to consider before making your recommendation? What are the legal issues, if any, of each proposal?
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