Topic 1: Corporate Operating Agreements
Week 8 Discussion Period: June 10 – June 16, 2015
The Week 8 Discussion Forum focuses on Corporate Operating Agreements.
Discussion Background: Ron Cardigan, the son of Camille and Ray (Camille’s first husband) has met with Camille and Candie to form a “limited liability company” designed to be a place where young future clothing designers can work as part of an internship before entering fashion design school. While Ron contributes 40% of the capital, Camille and Candie each contribute 30% of the remaining capital.
Because it was Ron’s idea (and because Ron’s contribution was greater than each of the others), Ron assumes he will receive more of the profits than Camille and Candie. On the other hand, Camille and Candie feel they should all split the profits equally, as everyone has a unique talent that is being brought forth to run the new business. A dispute over the profits arises, and ultimately a court has to decide the issue.
Discussion Questions: Please fully address the following:
1. What law will the court apply?
2. In most states, how will a court resolve the dispute?
3. How could this dispute have been avoided in the first place? Assess fully.
Justify your answer using information from your textbook Reading and be sure to:
1. Assess the laws that govern the limited liability companies (the Uniform Limited Liability Company Act or “ULLCA”).
2. Evaluate how these laws frame our scenario and how a court would rule.
3. Conclude how Ron, Camille, and Candie could have avoided the dispute by creating an operating agreement and integrating operating procedures into a written agreement.
DISCUSSION GUIDELINES: Your initial response should fully address all of the discussion assignment questions and be: insightful; original and accurate; substantive; demonstrate an advanced understanding of concepts; and compile/synthesize theories and concepts drawn from a variety of sources to support your discussion, analysis and conclusions. Please be specific in your initial response and be sure to use cited research to specific credible primary and secondary sources of authority to support your discussion, analysis and legal conclusions.
Please be sure to post three to five substantive responses to other students over at least three days of the discussion period. Your work should identify, utilize, discuss and apply the relevant concepts and doctrines which were explained in the weekly reading material in a way that reflects a proficient understanding and application of those concepts and doctrines. Finally, your responses should reflect the kind of writing craftsmanship and ethical scholarship with the following characteristics: you wrote in a clear, concise, formal and organized manner; your responses were error free; and the information used to support your discussion and analysis was appropriately paraphrased and supported by specifically cited research.
In addition, you should remain actively engaged in the class discussion and post substantive subsequent discussion responses which: offer points of view supported by cited research; ask challenging questions that promote and advance the class discussion; and draw relationships between one or more points in the discussion
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