Bart owns 100% of the stock of Acme, a corporation that sells houses. Acme's board of directors
Question:
Bart owns 100% of the stock of Acme, a corporation that sells houses. Acme's board of directors consists of Bart and his wife Carol.
Acme owns 90% of the stock of Monico, another corporation. Dave owns the remaining 10% of Monico's stock. Monico's business is home construction. Monico's board of directors consists of Bart, Carol and Evan. Carol is the president of Monico and, as such, is a salaried employee. Neither Bart nor Evan is an officer or employee of Monico.
Bart urged Monico's other directors (Carol and Evan) to approve an arrangement whereby Monico would build houses and sell them to Acme at cost.Acme, in turn, would sell the homes for a profit. Based solely upon Bart's representation that the arrangement "made sense," Monico's board unanimously approved this arrangement. Monico thereafter commenced constructing homes exclusively for the purpose of selling them to Acme. Monico sold the houses at cost to Acme, and Acme sold the houses for a considerable profit.
Dave objects to this arrangement because it deprives Monico of the only source of money with which to pay dividends.
What personal and/or derivative claims can Dave reasonably assert against Acme, Bart, Carol and/or Evan, and is he likely to succeed on each claim? Discuss.