A shareholder may examine the stock book and minutes of stockholder meetings on demand if 1 he has been a stockholder of record for at least six months immediately preceding the demand; or 2 he is a holder of 5 percent of any class of outstanding shares. The latter "derivative action" may be maintained only if 1 the plaintiff is a shareholder when the action is brought; 2 the plaintiff was a shareholder when the alleged wrong to the corporation occurred; and 3 the plaintiff shows in his complaint that he has demanded that the board of directors commence the action, or that there are sufficient reasons for not making the demand e.
Indemnification — Generally, a director or officer may not be indemnified reimbursed against a judgment obtained against him in a direct action by the corporation, or a derivative action on behalf of the corporation, or for amounts paid in settlement thereof. The director may, however, be indemnified against expenses of defending the action, unless, inter alia, he is adjudged to have violated his fiduciary duty of good faith and reasonable care in the circumstances.
Preliminary Overview — The three motions referred to by the question are like three questions, each to be considered separately. Step One — Conflict pairing s: However, the objectives relevant to a Step One analysis and the question are implied in the three motions.
Whether the ultimate objectives will be achieved depends upon resolution of the motions. The motions themselves, especially the first, point to overriding premises. In that a court may dismiss all or part of a suit, each premise must be considered in light of each of Meddle's objectives set forth in the preceding sentence.
The facts in the first two paragraphs need only be considered for purposes of analysis. Don't write it in your outline. Step Three — [The motions seem more or less equivalent in weight. Given the complexity of the relevant premises noted in Step Two, the effort necessary for a Step Three analysis seems needlessly duplicative of the analysis to be performed in writing the actual response.
Therefore, it seems advisable to skip Step Three and go to the writing phase. Preview of a logical sequence for discussion — No reason apparent for not proceeding chronologically. Inter alia, the latter "derivative action" can be maintained only if the plaintiff is a shareholder when the action is brought and when the alleged wrong to the corporation occurred. Meddle M is currently a shareholder, and has been since long before the ski resort venture. Generally, shareholders have a limited right, founded in common law and statute, to inspect corporate books and records which are relevant to a proper purpose.
A shareholder may examine the stock book and minutes of stockholder meetings on demand if she has been a stockholder of record for at least six months immediately preceding the demand; or she is a holder of five percent of any class of outstanding shares. M's shares, presumably grown after '"two splits" to , constitutes much less than five percent of any class of shares.
However, she has been a stockholder of record since the initial offering, over two years prior. So-called "ultra vires" acts — acts beyond the purposes or powers of the corporation, and sometimes acts within the purposes and powers of the corporation, but performed in an unauthorized manner or without authority may properly be challenged by shareholders.
Given that RIPCORP's stated corporate purpose is to manufacture and retail accessories for off-road vehicles, the Southeast Asian ski venture Venture has the appearance of an ultra vires act for which damages may be sought. Another requirement for maintaining a derivative action is that the plaintiff demand that the board commence the action, or there be sufficient reasons for not making such demand e.
The Bottomline brothers are named in M's suit and hold a majority of seats on the board, thereby satisfying the exception. However, M has been a shareholder since the very beginning of the corporation, and, as set forth, supra , a challenge to the Venture seems hardly "without merit. Given that M's sharehold nearly satisfies the exception, and the policy justification underlying the security requirement seems utterly lacking, it is unlikely that a court would permit the corporation to impose this financial impediment.
Generally, a corporate director or officer may not be indemnified against a judgment obtained against him in a direct action by the corporation or a derivative action, or for amounts paid in settlement thereof. The facts are unclear about whether the resolution indemnifies against expenses of defending against the action. Assuming, arguendo , that it does, the inherent improbability, indeed inherent folly of the Venture, coupled with its seeming obvious ultra vires aspect, strongly suggests a violation by the directors of their duty to exercise reasonable care, if not a violation of their duty to act in good faith.
However, given that RIPCORP appears to have been engaged for some time in a pattern of divers schemes wholly unrelated to its stated purpose, it is unlikely that a court would be willing to take judicial notice of such a conclusion so early in the proceedings. The motion should be granted as to any portion of the resolution that purports to indemnify against judgments obtained on behalf of the corporation, denied as to portions that indemnify against judgments obtained by M, and denied with leave to renew at a later time with respect to all other portions.
T properly executed a will in , by the terms of which he distributed his entire estate in the following manner: I bequeath my racehorse, Swayback, to my friend, X.
I give, devise, and bequeath the rest, residue, and remainder of my estate to my faithful companion, Z. I give, devise, and bequeath the rest, residue, and remainder of my estate to my new faithful companion, B. One of the papers destroyed was the original copy of the codicil, which T had been reviewing.
Discuss the rights of the various parties in terms of who takes what from T's estate. Ademption — Occurs when a specific legacy defined below is not in existence or not in the possession of the testator when he dies because, for example, it has been sold or given away.
When an ademption occurs, the legatee takes nothing. Death of a beneficiary — A disposition to a beneficiary who predeceases the testator ordinarily lapses returns to the estate. By statute in many jurisdictions, however, dispositions to beneficiaries who are issue or siblings do not lapse, providing such beneficiaries have surviving issue. Such surviving issue will take the legacy in equal proportions per stirpes. Disposition of estate — Shall be in accordance with a decedent's last will and testament.
Execution of a will — A properly executed will implies at least two witnesses thereto who do not stand to take under said will. Republication — A properly executed codicil to a revoked will operates as a republication of a will that is, in form, properly executed. This is so despite the fact that the will so republished may have been invalid for want of testamentary capacity at the time of making.
Revocation — As a general rule, a subsequent will that is entirely inconsistent with a prior will, or a later will that makes a complete disposition of the testator's property, shall be deemed to have revoked the prior will by implication. A will may further be revoked by means of its physical destruction. Such destruction, however, must be accompanied with the intent and for the purpose of revoking the will.
Specific legacy — A bequest of a particular, individualized chattel, differentiated from all other articles of the same or similar nature. It must be taken by the legatee as and where he finds it. Testamentary capacity — Absent evidence to the contrary, testamentary capacity will be presumed where the testator, in executing a will or other document, accurately recites the nature and extent of his property, and recognizes the natural objects of his bounty.
Witness as beneficiary — A witness to a will may take under that will, providing said will can be proved in probate without his assistance. Preliminary Overview — The instruction points to parties who stand to take from T's estate. Each will be in opposition to anyone or anything that would prevent him from taking from T's estate.
Z seems a key conflict. Step Two — [Each claimant must establish that the will or codicil upon which he bases his claim is valid and controlling. Each will likewise seek to defeat a competitor claim. Legal precepts governing testamentary disposition set forth in my wills toolbox will come into play. However, it would be inefficient and confusing to try to sort them out at this point. Better to focus on one conflict at a time in the writing phase.
Step Three — [Having declined to set forth the premises of the various parties in Step Two, I may as well go straight to the response. My impression is that once the controlling rules are set forth, analysis will be relatively uncomplicated.
Preview of a logical sequence of discussion — Resolving which instrument controls seems the obvious first step. Therefore, beginning with B v. Z would seem to make sense. But I'm thinking B v. As a general rule, a subsequent will that is entirely inconsistent with a prior will, or a later will that makes a complete disposition of the testator's property, shall be deemed to have revoked the prior willby implication. The will was inconsistent with the will and made a complete disposition of T's property, thereby revoking the will and Z's legacy.
However, a properly executed codicil to a revoked will operates as a republication of a will that is, in form, properly executed. The "properly executed" codicil republished the "properly executed" will, thereby restoring Z's legacy. The fact that T was sober when making the codicil moots any effect of T having been drunk when making the will. There being no evidence to the contrary, the fact that T in executing the codicil accurately recited the nature and extent of his property and recognized the natural objects of his bounty will establish his testamentary capacity in making the codicil.
Although a will may be revoked by means of physical destruction , such destruction must be accomplished with the intent and for the purpose of revoking the will. The circumstance that the original copy of the codicil was destroyed "inadvertently" in is thus of no avail to B. The will is revoked, and B takes nothing.
Z takes the "rest, residue, and remainder" of T's estate under the codicil that revived the will. An ademption occurs when a specific legacy i. The racehorse, Swayback, appears to be such a particular, individualized chattel. In that Swayback was sold prior to T's death, the republication of the will is of no avail to X. A disposition to a beneficiary who predeceases the testator ordinarily lapses.
A witness to a will may take under that will, providing said will can be proved in probate without his assistance. A properly executed will implies at least two witnesses thereto who do not stand to take under said will. S was one of "several witnesses" to the will, implying that more than two persons witnessed the will.
Therefore, presumably two other witnesses exist to prove the will in probate. Arguably S should be permitted to take under the will per stirpes, even were he one of only two witnesses to the will.
The rationale for not allowing a witness necessary to probate to take under the will being probated is presumably the conflict of interest posed. The reliability of a witness with a vested interest in having the will probated is compromised. Y, however, not S stood to take under the will.
Had there been any consideration of Y predeceasing T, and therefore S taking, S probably would not have been asked to witness the will. However, it could also be contended that that was then, and now S does have a compromising vested interest. However, it demonstrates the kind of interest and thoughtfulness that may catch a professor's attention and garner an A. Possibly it should be highlighted in some way, perhaps with a red star.
I might even decide to put it on the blank page left at the beginning. However, Y's intended legacy will go to the son, S, per stirpes. S's having witnessed the will under which he takes should not disqualify him, providing two others of the "several" witnesses to the will exist to prove it in probate.
Memphis class of E evening division. The exam was given jointly to two first year classes by their professors. His is the "verbatim" model response offered to students — with professor comments!
His accompanying remarks are reprinted in the "Results" section. In section III, the effectiveness of this amending instrument will be critiqued, before possibilities for reform outlined in Section IV.
Finish with your conclusion s. Students are often quite shy about putting their conclusion s into their introduction, but this comes across as polished and professional: This essay will ultimately conclude that the threshold test for obtaining a default judgment is inappropriate and unfair, and should be raised to reflect the standard in [jurisdiction].
This story was first published on Survive Law on 22 August Sign up for the Survive Law weekly newsletter for more. Tips from your Tutor: The University of Western Information, advice and examples for first year students on how to write a university essay. Writing an Assessed Essay — University of Leicester as presented in this guide before starting to write your first essay. There is no reason nbsp; Introduction to an essay: What is the importance of imitation in early child development?
Ideally, one should start by identifying nbsp;. How to write better essays: When he was asked to deliver sessions on the art of essay — writing ,. Law School Survival — Introduction to Essay Writing , you need to first master the art of legal writing ; which is Introduce the case: Start your essay with a brief introduction which names all of nbsp; How to write a law essay Justis Every law student is looking for the secret to writing a good law essay.
What do I need to include? How do I organise my ideas? But most nbsp; How to Write an Effective Essay: Introduction Paragraph Formula Formula: Structure of a law essay — Dr. Julian Hermida a Law Essay.
For a good essay answer, the answer should look more like this: Introduction; Issue a, Rule a, & Application a; Issue b, Rule b, & Application b; Conclusion. BEFORE WRITING: Read: When faced with an essay is to read the instructions and fact pattern very carefully.
Here are three examples of introduction paragraphs. They have been re-written several times to illustrate the difference between excellent, good and poor answers. For a close reading of the examples, click the images below.
Law Essays Unless you are told otherwise, the very minimum requirements of a law essay or problem question are an introduction, a body and a conclusion. Introduction: As a very rough guide, for essay style questions, the introduction will represent about 10% of your word count, outlining perhaps a brief interpretation of the question and what you intend . Survive Law is a team of law students, grads and nerdy mcnerds on a wild and terrifying adventure into the unknown lands of law school and legal careers.
Whether your essay is answering a question, or doing something else like reviewing another’s work, the important thing is to make the ‘terms of your inquiry’ clear for your reader. By making the purpose of your essay clear in your introduction you help your reader to follow your argument. Structure of a Law Essay. Title It should tell the readers what you are going to say in your essay. · The introduction should be short, simple, and clear.