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Outline

  • Director self-dealing transactions
    • definition and dangers of self-dealing
      • director on two sides of transaction with corporation
      • director predictably prefers self-interest
    • balance
      • director prefers own over corporate interests
      • director provides corporation additional flexibility
    • standards of judicial review
      • flat prohibition
      • shareholder ratification or approval
      • disinterested director validation
      • fairness review
    • effect of non-voidability legislation
    • rescission remedy:  transaction voidable by corporation

Daily Thoughts

Even More Things You Really Don't Need To Know:

  • The ant always falls over on its right side when intoxicated. 
  • The cruise liner, Queen Elizabeth 2, moves only six inches for each gallon of diesel that it burns. 
  • The electric chair was invented by a dentist. 
  • The human heart creates enough pressure when it pumps out to the body to squirt blood 30 feet. 
  • The male praying mantis cannot copulate while its head is attached to its body. The female initiates sex by ripping the male's head off. 
  • The name Wendy was made up for the book 'Peter Pan'.  The strongest muscle in the body is the tongue. 
  • The words racecar and kayak are the same whether they are read left to right or right to left. 
  • Women blink nearly twice as much as men. (guess they miss more...) 
  • You are more likely to be killed by a Champagne cork than by a poisonous spider.

Problems

The Marriott Corporation is a publicly-traded corporation, whose common stock is owned 44% by the Marriott family.  One-half of Marriott's board of directors is composed of family members and the other half of non-management outside directors.  The family owns many of the hotels that the corporation manages, and the corporation leases the hotels from the family.

Party A (outside directors) Advise the directors on how to structure a transaction in which the corporation will buy the family's hotel properties for corporate stock.

Party B (shareholders) Advise shareholders on the standard that should be applied to reviewing the transaction in an MBCA jurisdiction.

Readings