Florida International University GVG Was Not a Short Form Merger Discussion Response

Respond to others’ comments or questions

Running head: CASE STUDY
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Case Study
Student Name
Institutional Affiliation
Course
Date
CASE STUDY
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In the corporate world, management can use legal wranglings to keep a company from
taking over by another business. Some of these strategies are legitimate and sound investment
strategies for the companies involved. However, it may be more difficult for a company that is not
in a dominant position to take over its more powerful rivals. For this reason, corporate law should
be changed so as not to allow management to fight takeover using most of the current legal
methods. This would make it easier for companies that are underdogs to win their fight against
another company without having their reputation destroyed in the process.
In this case, Bosentti has the right to buy out Sanchez for the fair value of his stock, and he
can force a sale of the business at that value. He also has the right to buy out Sanchez for a fair
deal in installments, with interest. Bosetti has a legal and binding contract with Sanchez that can
only be terminated if he is willing to pay Sanchez’s share of GVG’s outstanding liabilities. Lastly,
Bonetti can sue Jin Li for tortious interference with business relationships under any state law or
common law doctrine in Western states (e.g., California, Alaska, Oregon).
In the second question of the case study, the parties could not have used a short-term merger
because there are no shares to allocate in a short-form union. A short form is a procedure where
one or both of the merging parties has no outstanding shares. This merger would be an issue
because they don’t have any extraordinary claims. The best option they could do is use a complete
share merger, which would require them to engage in high levels of negotiation that would take
forever and probably be futile anyway. I’m not sure what other options they could choose for this
situation, so I cannot say for sure if this was the best choice, but it doesn’t seem like it wouldn’t
work, at least theoretically speaking on paper.
The term used for Hula’s offer to purchase GVG stock is “An increased bid for shares.”
Hula wants to buy all the GVG stock. This is because Hula believes that GVG will increase in
CASE STUDY
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value over time and because it is a publicly-traded company, it should be easy for them to get their
hands on stock. Instead of just buying one share at first, they offer many claims so they can control
the price. If Hula buys up all the stock, they will own the company and become its CEO. This can
cause significant complications when setting policy or if Hula decides not to pay dividends
anymore. Hula can be held liable because they are the surviving corporation. They will be liable
because, under the law of vicarious liability, an employer or principal is responsible for any injury
to an employee caused by the employer’s negligence or misconduct.