Chapter 26 6. Duty of Loyalty . Are there situations in which the duty of loyalty could conflict with other duties? Explain your answer. (see duties of agents and Principals) 7. Duty of Loyalty . Taser international, Inc., develops and makes video and audio-recording devices. Steve Ward was Taser’s vice president of marketing when he began to explore the possibility of developing and marketing devices of his own design, including a clip on camera. Ward talked to parent attorneys and a product development company, and completed most of a business plan before he resigned from Taser. He then formed Vievu, LLC, to market the clip-on camera. Did Ward breach the duty of loyalty? Could he have taken any steps toward starting his own firm without breaching this duty? Discuss. (see duties of agents and Principals). Chapter 27 6. Workers compensation. Should workers’ compensation be denied to a worker who is injured off the employer’s premises, regardless of the reason the worker is off the premises? Why or why not? (see worker health and safety.) 7. Overtime. McNeill Pediatrics is a subsidiary of Johnson & Johnson (J&J). Patty Smith was a McNeill senior professional sales representative. Her position required her to visit prescribing physician to extoll the benefits of J&J pharmaceuticals. She targeted ten doctors per day, with revisits each quarter. Plans to maximize results were at her discretion. Her base salary was $66,000, with potential bonuses. Was Smith eligible for overtime pay? Is it fair to exempt any employees from overtime pay requirements? Why or why not? (see wage and hour laws). Chapter 28 6. Employment discrimination. Should English-only policies in the workplace be considered a form of national-origin discrimination? Explain. (see title VII of the Civil Right Act.) 7. Online Harassment. Should an employer’s e-mail system be considered part of the workplace? Discuss your answer. (see title VII of the Civil Right Act.) Chapter 29 6. Partnership agreement. Why should partnership agreement be in writing? (see partnership) 7. Partner’s Dissociation. Elliot Willensky and Beverly Moran formed a partnership to buy, renovate, and sell a house. Morgan agreed to finance the effort, which was cost no more than $60,000. Willensky agreed to oversee the work, which was to be done in six months. As the project progressed, Willensky incurred excessive and unnecessary expenses, misappropriated funds for his personal use, did not pay bills on time, and did not keep Moran informed of the cost. More than a year later, Wilolensky walked off the project. Morgan completed the renovation, which ultimately cost $311,222 and sold the house. Which of Willensky’s actions breached the partnership agreement? Which of his acts were unethical? (see partnership) Chapter 30 5. Shareholder approval. Why should shareholders be required to approve certain types of corporate actions? (see Mergers and consolidations) 6. Dissolution. Why .

1. Chapter 26
6.
Duty of Loyalty
. Are there situations in which the duty of loyalty could conflict
with other duties? Explain your answer. (see duties of agents
and Principals)
7.
Duty of Loyalty
. Taser international, Inc., develops and makes video and audio-
recording devices. Steve Ward was Taser’s vice president of
marketing when he began to explore the possibility of
developing and marketing devices of his own design, including
a clip on camera. Ward talked to parent attorneys and a product
development company, and completed most of a business plan
before he resigned from Taser. He then formed Vievu, LLC, to
market the clip-on camera. Did Ward breach the duty of
loyalty? Could he have taken any steps toward starting his own
firm without breaching this duty? Discuss. (see duties of agents
and Principals).
Chapter 27
6.
Workers compensation.
Should workers’ compensation be denied to a worker who is
injured off the employer’s premises, regardless of the reason the
worker is off the premises? Why or why not? (see worker health
and safety.)
7.
Overtime.
McNeill Pediatrics is a subsidiary of Johnson & Johnson (J&J).

2. Patty Smith was a McNeill senior professional sales
representative. Her position required her to visit prescribing
physician to extoll the benefits of J&J pharmaceuticals. She
targeted ten doctors per day, with revisits each quarter. Plans to
maximize results were at her discretion. Her base salary was
$66,000, with potential bonuses. Was Smith eligible for
overtime pay? Is it fair to exempt any employees from overtime
pay requirements? Why or why not? (see wage and hour laws).
Chapter 28
6.
Employment discrimination.
Should English-only policies in the workplace be considered a
form of national-origin discrimination? Explain. (see title VII
of the Civil Right Act.)
7.
Online Harassment.
Should an employer’s e-mail system be considered part of the
workplace? Discuss your answer. (see title VII of the Civil
Right Act.)
Chapter 29
6.
Partnership agreement.
Why should partnership agreement be in writing? (see
partnership)
7.
Partner’s Dissociation.

3. Elliot Willensky and Beverly Moran formed a partnership to
buy, renovate, and sell a house. Morgan agreed to finance the
effort, which was cost no more than $60,000. Willensky agreed
to oversee the work, which was to be done in six months. As the
project progressed, Willensky incurred excessive and
unnecessary expenses, misappropriated funds for his personal
use, did not pay bills on time, and did not keep Moran informed
of the cost. More than a year later, Wilolensky walked off the
project. Morgan completed the renovation, which ultimately
cost $311,222 and sold the house. Which of Willensky’s actions
breached the partnership agreement? Which of his acts were
unethical? (see partnership)
Chapter 30
5.
Shareholder approval.
Why should shareholders be required to approve certain types of
corporate actions? (see Mergers and consolidations)
6.
Dissolution.
Why should courts be reluctant to order the dissolution of a
corporation? (see termination of a corporation)
7.
Purchase of Stock.
Air products & chemicals, inc. made a tender offer of $70 per
share to the shareholders of Airgas, Inc. The Airgas board
rejected the offer as inadequate and too defensive measures to
block the bid. Some Airgas shareholders field a suit against
Airgas, seeking an order to compel the board to allow the
shareholders to decide whether to accept Air Products’ offer.
Why should have the power to accept or reject a tender offer?
Why? How can directors best fulfill their duty to act in the

4. interest of their shareholders?
Chapter 31
6.
Board of directors’ meetings.
Should state corporation law allow board of directors’ meetings
to be held in cyberspace? Discuss. (see corporate management
directors and officers)
7.
Duty of Loyalty.
Under what circumstances might a director’s sale of corporate
property to himself or herself by justified? (See corporate
management directors and officers)
8.
The Business judgment rule.
Robert Henrichs was elected the chairman of the board of
Chugach Alaska Corp. during his term, Henrichs held board
meetings with only his supporter present. He also refuse to
follow bylaws that required a special meeting of shareholders
on a certain matter and acted without board discussion or
approval. In addition, he ignored board rules in the conduct of
meetings and retailed against directors who challenged his
decisions by excluding them from the board. Do these acts fall
under the business judgment rule? Do they constitute a breach
of ethics? Discuss. (see corporate management directors and
officers)
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