I need one page to cover Partnership Law and the other page to cover Securities. It does not need to be double spaced.
Respond to Chapter 40, Problem 1 on the LLC:
Eric Stratum and Terese Brown formed ESTB, L.L.C., a member-managed limited liability company created for the purpose of owning and leasing a residential apartment building. The term of the LLC was 25 years. Their operating agreement provided that each owned 50 percent of the LLC. Stratum contributed $120,000 cash as his contribution to the business. Brown contributed $10,000 cash at the time of the LLCÃ¢â‚¬â„¢s creation, with the expectation that she would contribute to the LLC with services to be performed in the future. The agreement, however, listed BrownÃ¢â‚¬â„¢s capital contribution as $10,000 and did not stipulate by how much it should be increased as Brown continued to manage the business. Although Brown was expected to be the primary manager of the business, nothing in the operating agreement gave more power to Brown or removed power from Stratum. For the first two years, Brown did most of the day-to-day management of the LLC. She and Stratum agreed on other actions, including replacing carpeting in apartments and reroofing the building. After two years, Brown claimed she was entitled to a larger share of the LLCÃ¢â‚¬â„¢s profits. Is she?
Suppose that Stratum responded by appointing his son to manage the LLC along with Brown. May Brown object to StratumÃ¢â‚¬â„¢s son managing the LLC?
Suppose the relationship between Stratum and Brown has so deteriorated that she withdraws from the LLC. She demands to receive the value of her interest in the LLC. The LLC has a current value of $500,000. How much must Brown receive? When?
Suppose after she leaves the LLC, Brown purchases a residential apartment building that competes against the LLC. May Stratum prevent Brown from competing with the LLC?
Respond to Chapter 45, Problem 14 on sale of securities:
Amenity, Inc. was incorporated with 1 million authorized shares, which were issued to Capital General
Corporation (CGC) for $2,000. CGC distributed 90,000 of those shares to about 900 of its clients, business associates, and other contacts to create and maintain goodwill among its clients and contacts. CGC did not receive any monetary or other direct financial consideration from those receiving the stock. Amenity had no actual business function at this time, and its sole asset was the $2,000 CGC had paid for the 1 million shares. Through CGCÃ¢â‚¬â„¢s efforts, Amenity was acquired by another company, which paid CGC $25,000 for its efforts. The Utah Securities Division sought to suspend the public trading of Amenity stock on the grounds that when CGC distributed the shares it had sold them in violation of the Utah Securities Act. Was CGCÃ¢â‚¬â„¢s distribution a sale of securities?