These questions all refer to Companies and corporation formations and laws.

The jurisdiction is Michigan.

FACTS Jackie Taylor is sued when one of her employees accidentally spills scalding coffee on a patron causing serious burns and requiring plastic surgery. 1. Assume Jackie operates a sole proprietorship. Is she liable for this act? Why or why not? 2. Assume the business has $10,000 in its accounts and the patron obtains a $50,000 judgment against the business: What assets will be available to the patron to ensure compensation for the injuries if the business is a sole proprietorship? 3. How could Jackie protect herself from risk inside a sole proprietorship? 4. Assume the business is a small corporation, what assets of Jackie's, if any, will be available to the patron to ensure compensation for injuries? 5. Assume the business is a limited partnership and Jackie is a limited partner, what assets of Jackie's, if any, will be available to the patron to ensure compensation for injuries? 6. Assume the business is a general partnership; that Jackie has a total of 3 partners (Jackie being one of them); and that the operating agreement is silent on the issue of liability. Discuss fully and identify the name and principle that governs your answer here. A. Two years ago, Harris & Walter, Inc. purchased a parcel of land in Seldridge, Michigan for $1,000,000. At the time of the purchase, the corporation used a| licensed real estate broker and gave serious consideration to the purchase. Due to unexpected decline in the real estate market, the parcel is now worth only $600,000. Define and discuss any defense to liability the directors may assert if sued for the loss in value/decision to purchase in the first instance. B. The bylaws of A-1 Inc. provide that shareholders must be of record 30 days prior to a meeting in order to receive notice of and to vote at the meeting. The annual meeting will be held on July 1. On June 1, Taylor Evert owns 150 shares of stock of the corporation. On June 5, he sells these to Diana O'Hara. Who, if not both, is entitled to notice of and to vote at the meeting? Why?C. TRANSACTING BUSINESS. USING THE FACTS BELOW, DISCUSS WHEN, IF AT ALL, TECH CONSULTING INC, a North Carolina domestic corporation, will be deemed to have been transacting business in MI. DISCUSS FULLY, ADDRESS EACH ACTION SEPARATELY. 1.January 2023: Tech Consulting Inc, a North Carolina corporation, decides to open a one person sales office in Michigan. 2.April 2023: It holds a directors' meeting in MI to investigate sites in April 3.June 2023: Tech Consulting Inc opens a bank account in June, 4.July 2023: Tech Consulting Inc begins marketing and advertising in MI off(and offers can be accepted in MI), 5.Sept 2023: Tech Consulting Inc buys real estate and opens its office in September, but has no business until November. D. All shareholders of Common A stock in Metro Builders, Inc. received dividends except Mike. What kind of action should Mike bring? Why? A. (FACTS) Lakewood Inc. and Westwind Corp. wish to combine as approved by the respective Boards of Directors. The resulting corporation will be Lakewood Inc. Each corporation has 1000 shareholders. At the time of the transaction, Westwind Corp. owes $350,000 to its banker. 1. What is this legal combination called? 2. Which group of shareholders, if any, must approve the transaction? 3. What is the legal effect on Westwind Corp? 4. What happens to Westwind's debt of $350,000 owed to its bank? 5. What happens if a shareholder of Westwind is opposed to the combination/ transaction? Does the shareholder have any alternatives or remedies? 6. When, if ever, is it unnecessary to obtain shareholder approval for this combination. Discuss fully. 7. By which corporation, if any or both, is shareholder approval required if, instead of combining with Lakewood Inc., Westwind Inc. simply purchases Lakewood Inc.'s assets? Discuss.(FACTS) Gray & Hall, Inc., a Michigan corporation, has $60,000 in its corporate bank accounts. 1. Gray & Hall, Inc. owes its landlord $65,000. Additionally, the corporation has had difficulty paying its monthly bills and obligations. May the corporation use the $60,000 in its accounts to distribute a cash dividend to its shareholders? Why or why not? Discuss fully, including the name of the concept governing your answer. 2. Gray & Hall Inc. is comprised of 4 shareholders who are also the directors and officers of the corporation. Shareholders occasionally "borrow" money from the corporation to meet their living expenses (and they always pay the money back). Craig Creditor sues the shareholders/directors individually when the corporation fails to pay its debt. Discuss fully the theory of liability the Creditor is asserting and analyze what he must prove to prevail. Dissolution 1. Give two reasons why a state may dissolve a corporation. 2. Celia, a shareholder, is extremely frustrated with her corporation because its six directors are so opposed to each other they are deadlocked. No business is being conducted. What can Celia do? Discuss. 3. How should a corporation ensure that all claimants and creditors submit their claims to the corporation before it is dissolved? 4. What and when do shareholders receive upon a corporation's dissolution? Discuss