Business Law Homework

Business Law
Name
Course
College
Tutor
May 1, 2013
Issue:
Techno-Corp is a limited company owned by Mallory, six associates and other forty investors. Mallory owns majority shares totaling to 60,000 shares. Since Mallory is the president of the incorporation he has consistently failed to observe the corporate formalities by holding shareholders’ meetings without informing or giving the shareholders a proper notice. He holds corporate meetings in informal settings without taking any minutes. The corporation has got more than ten members so according to the Californian law it must follow the legal requirements of the corporation; there is no provision for the organization to be termed as “close corporation.” So Mr. Mallory is wrong for running the corporation as though it was a partnership.
Mallory lives extravagantly, his home is located in an expensive beach estate in Montecito; he uses the corporation to cover for his $ 20,000 monthly payments for the mortgage reimbursement through the company treasurer. Since the company’s finances are shaky, Mallory borrows $1 million from Milhouse, a wealthy investor; he takes unsecured loan using Techno-Corp's name. Under normal circumstances the company should pay Milhouse his money but it declines because the controlling man has not been keen to follow all the established formalities. Although Mallory had express authority to borrow money for the corporation, he is not exonerated to pay Mr. Millhouse’s debt. Rule:
Techno-Corp is an alter ego of Mr. Mallory who is the controlling man of the business because he has been commingling his assets with the corporation. Foremost, he uses the business to pay for his mortgage bills amounting to $20,000 per month. Mr. Mallory has been accorded direct authority to borrow money through the corporation. Mallory does not follow the stipulated corporate formalities an aspect which makes him an alter ego to the company. Some of the ways in which he fails to follow the company’s protocol includes: he holds company meetings with only six associates and fails to give proper notice to all the other share holders. He holds directors’ meetings without giving proper notice to the directors and the shareholders. In his meetings there are no minutes taken to record the agenda and the propositions made at the mee...