In this Discussion, you will explore issues that arise in mergers, acquisitions, and publicly traded stock transactions.
The following Learning Materials will help you with Discussion 2.
Introduction to Business Law (5th ed.)
Chapter 21, “Starting a Business: LLCs and Other Options”
Chapter 22, “Corporations”
Chapter 23, “Bankruptcy”
Chapter 24, “Securities and Antitrust”
Chapter 21 discusses the legal forms that a business may take – proprietorship, an LLC, a C Corp, an S Corp, a partnership, or a limited liability partnership. The readings also cover the benefits of incorporation, regulation of securities, and taxation. This week’s readings conclude with a review of bankruptcy law.
Post a 250-300 word response to the following Discussion prompt. Ensure that your response answers all parts of the question and is supported by both in-text citations and a reference list.
Edgar Bronfman, Jr., dropped out of high school to go to Hollywood and write songs and produce movies. Eventually, he left Hollywood to work in the family business — the Bronfmans owned 36 % of Seagram Co., a liquor and beverage conglomerate.
Promoted to president of the company at the age of 32, Bronfman seized a second chance to live his dream. Seagram received 70 % of its earnings from its 24 % ownership of DuPont Co. Bronfman sold this stock at less than market value to purchase (at an inflated price) 80 % of MCA, a movie and music company that had been a financial disaster for its prior owners. Some observers thought Bronfman had gone Hollywood; others thought that he had gone crazy.
After the deal was announced, the price of Seagram shares fell 18 %. Was there anything Seagram shareholders could do to prevent what to them was not a dream but a nightmare? What legal and ethical obligations does he owe Seagramâ€
s shareholders? Was Bronfman required to get shareholder approval of the sale of DuPont stock? For the purchase of MCA?
NOTE FROM THE PROFESSOR:
1. There’s no need to reiterate the facts or cut and paste the question. Don’t waste your valuable space and word count.
2. Stay on course. Focus on what the question is asking. Remember to stay on focus. You will certainly have your opinion on the correct conclusion to the case but the application of law usually does not involve politics, opinion, or social policy arguments – especially when its supposed to be 250-300 words.
3. Be careful with your citations and sources. I don’t care about the format of the citations, but I do very much care about the sources you use. Please do not use Wikipedia, blogs (especially those written by attorneys or advocacy groups), or popular press. Of course you can refer to those to get a better understanding of the case, but they will not help you, and maybe even hurt you when understanding the law. Please also use specific page references in both your initial post and in your responses to your classmates’ posts.
4. Finally, don’t feel that the burden of the world is on your shoulders with these discussion posts. I am not asking you to uncover every legal issue in the original cases.
5. As a general rule, the call of the question has all of the facts that you need to be able to mechanically apply the rule. This is not a case brief exercise. It is an analytical exercise where I am giving you facts and asking you to apply the rule learned this week to come out with a reasoned conclusion. In fact, there is no right or wrong answer, just a right or wrong way of answering the question.
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