research project regarding to business law

For the research project assignment, choose any law-related topic pertinent to this course. The topic should be narrow in scope to ensure adequate analysis. The paper should make use of cases and statutes, and should be inclusive of at least 4-5 cases.

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Business Law Proposal
Topic: Why shareholder’s agreement is crucial in corporations
A shareholders’ agreement is an agreement between the existing shareholders and
the company that outlines the shareholders’ privileges, special rights, and
responsibilities and the basis for how the corporate entity will be formed, controlled,
and run. The shareholders’ agreement is a low-cost method of avoiding future issues
by outlining how specific concerns will be handled and offers a mechanism for
resolving disputes if one arises. There have been many cases where a shareholder’s
agreement helped solve problems and disagreements in corporations.
The following proposal intends to show how taking time to discuss particular
concerns from the start can help alleviate shareholder differences of opinion and focus
on ensuring that everybody has a singularity of thoughts. This legal document
describes, governs, and regulates the correlation between the shareholders,
management, directors, and staff. A shareholders’ agreement is not the same as an
article of incorporation. The audience of this work will be business owners,
shareholders, and anyone intending to start a corporation.
Because there isn’t any legal requirement for stockholders to agree, it can be
versatile regarding the included clauses and what concerns are directly addressed.
There have been instances where a lack of proper shareholder agreement resulted in
unexpected problems that could have been avoided proactively.
The project will reference four cases involving shareholder agreements and how the
arrangements helped to solve the cases. All the cases were considered after a thorough
search on google scholar and represent cases on American Appellate courts. The
following are the four cases that will be used in the paper.
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Ritchie v. Rupe, 443 SW 3d 856 – Tex: Supreme Court 2014
https://scholar.google.com/scholar_case?
case=6880716916198538956&q=Ritchie+v.+Rupe,+(2014).+443+S.W.3d+856+
(Tex.+2014).&hl=en&as_sdt=2006
A minority shareholder claimed that the company’s other stockholders, who also
constituted the management board, committed “oppressive” deeds and violated
fiduciary responsibilities by boycotting her share capital for fair market value or
matching prospective outside bidders, among many other things. These same directors
concede to this behavior but assert that they intended to act purely in the best interests
of the corporate entity. The jury sympathized with the minority stockholder for the
majority part, and the court case judge mandated the corporate entity to purchase out
her shareholdings for $7.3 million. The appellate court consented that the board’s
refusal to meet with the prospective buyers was “harsh” and affirmed the court’s
buyout order.
Zion Vs. Kurtz https://scholar.google.com/scholar_case?
case=10451273303010395570&q=Zion+v.+Kurtz,++(1980).
+50+N.Y.2d+92,+405+N.E.2d+681,+428+N.Y.S.2d+199.&hl=en&as_sdt=2006
Abraham Zion and other minority shareholders lodged an injunctive and
declaratory relief action, requesting that escrow and interest agreements implemented
without Zion’s approval be proclaimed in contravention of the set stockholders’
agreement and invalidated and also that the creation of subsidiary companies be
declared in breach of the contract and diluted. The court ruled that when all of the
company’s stockholders concur that no company or operations of the corporate entity
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shall be carried out even without the approval of a minority shareholder, the accord is
actionable among the original founding parties even if all vital formal requirements of
the statute are not considered. Wilson vs. Dantas
h”ps://scholar.google.com/scholar_case?case=2195440531654245552&q=Wilson+v.+Dantas,++(App.
+Div.+2015).+128+A.D.3d+176,+9+N.Y.S.3d+187.&hl=en&as_sdt=2006
This case will offer a vital ground to explain the importance of shareholder
agreements. Mr. Wilson claimed that even before departing Citibank to his way as a
director and stockholder of OEP Company limited, he forwarded Mr. Dantas a
notification in 1997 outlining the conditions of his upcoming employment, which
would include that he would obtain five percent of a total of the investments’ carried
interest. However, Mr. Wilson was the only one who endorsed the letter. Exactly six
months later, the OEP’s seven stockholders, including Mr. Wilson, signed a
Shareholders’ Agreement, with OI and OEP also agreeing. According to the
Shareholders’ Agreement, OI would still own 96 of OEP’s 100 share capital, while Mr.
Wilson and three other persons would each get one of the remaining shares. In 2005,
several Citibank agencies sued Mr. Dantas and OEP, who responded with
counterclaims. That lawsuit was settled in a confidential settlement.
Pinto Technology Ventures, LP v. Sheldon, 526 SW 3d 428 – Tex: Supreme Court
2017 https://scholar.google.com/scholar_case?
case=1092166787453586494&q=Pinto+Technology+Ventures,+LP+v.+Sheldon,
+2017).+526+S.W.3d+428+(Tex.+2017).&hl=en&as_sdt=2006
In this case, the minority shareholders sued, insinuating the dilution of ownership
interests. The accused reacted by citing a forum-selection provision that designated
Delaware as the appropriate venue for “any claim arising from the shareholder’s
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agreement. The court gave the defendant’s motion for summary judgment. Still, a split
appellate court overturned it, holding that the forum-selection provision does not
apply since the equity holders’ extra-contractual complaints do not falsely claim
failure to comply or intervention with any privileges or obligations deduced from the
company’s shareholders agreement.
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References
Wilson v. Dantas, (App. Div. 2015). 128 A.D.3d 176, 9 N.Y.S.3d 187.
Zion v. Kurtz, (1980). 50 N.Y.2d 92, 405 N.E.2d 681, 428 N.Y.S.2d 199.
Pinto Technology Ventures, LP v. Sheldon, 2017). 526 S.W.3d 428 (Tex. 2017).
Ritchie v. Rupe, (2014). 443 S.W.3d 856 (Tex. 2014).
How the American Disability Act Benefits College Students with Disabilities
Students need to work hard in order to obtain better academic results in different subjects.
Especially for international students and students with disabilities, they need to spend extra time
and attention to complete the tasks. For example, students with disabilities may have low self
esteem or they may have a lack of abilities to complete their work on time compared to normal
students. In order to make sure that they have equal rights and opportunities with normal student,
the United States government creates the American Disability Act to let them to be more
convenience in their daily lives. This act allows the students with disabilities in the United States
to be more comfortable in their living places and academic performance as well. The American
Disability Act provides students with disabilities some benefits to let them adopt the normal
lives. The Act is beneficial for the students in different aspects such as extra time for tests and
exams, the assistants to jot notes in various classes and special accommodations for different
facilities. Therefore, this paper will provide relevant examples to explain how the American
Disability Act helps students with disabilities in different aspects that I mentioned above.
The American Disability Act is the current text of the Americans with Disabilities Act of
1990 (ADA), including changes made by the ADA Amendments Act of 2008 (P.L. 110-325),
which became effective on January 1, 2009. The act has different changes in these years which
make the law be able to protect the people with disabilities in an all rounded way. This is
because in the past, there were many situations that are difficult to define as a disability issue or
not; therefore, this shows that the act needs to have improvements in order to deal with different
situations.
The ADA Amendments Act of 2008 (ADA Amendments Act) made a number of
significant changes to the meaning of the ADA definition of “disability” to ensure that definition
would be broadly construed and applied without extensive analysis. The ADA Amendments Act
made important changes to the interpretation of the term “disability” in the ADA in order to
effectuate Congress’s intent to restore the broad scope of the ADA .It did so by making it easier
for an individual to establish that he or she has a disability. See Public Law 110–325, sec.
2(a)(3) (7). The Department was made several major revisions to the meaning of the term
“disability” contained in the title II and title III ADA regulations in order to implement the ADA
Amendments Act. These regulatory revisions are based on specific provisions in the ADA
Amendments Act or on specific language in the legislative history.
The revised language clarified that the term “disability” shall be interpreted broadly and
explains that the primary object of attention in cases brought under the ADA should be whether
covered entities have complied with their obligations not to discriminate based on disability. It
also explained the question that whether an individual’s impairment is a disability under the
ADA should not demand extensive analysis. The revised regulations expand the definition of
“major life activities” by providing a non-exhaustive list of major life activities that specifically
includes the operation of major bodily functions. The revisions also added rules of construction
to be applied when determining whether impairment substantially limited a major life activity.
On the other hand, the data used to support the estimates in this Final Regulatory
Assessment (Final RA) focus on (1) the increase in the number of postsecondary students or
national examination test takers requesting and receiving accommodations—specifically,
requests for extra time on exams—as a result of the changes made to the ADA by the ADA
Amendments Act; and (2) the actual cost of these additional accommodations, which involves
costs of providing staff with the training on the changes made to the ADA by the ADA
Amendments Act, administrative costs to process the added accommodation requests made as a
direct result of the ADA Amendments Act, and the costs of additional proctor time needed for
these extra accommodation requests. For both postsecondary institutions and national testing
entities, costs are broken down into three components:

One-time cost of training staff on relevant impact of The ADA Amendments Act;

Annual cost of processing extra accommodation requests for extra exam time
made as a direct result of the ADA Amendments Act;

Annual cost of proctoring additional time on exams as a direct result of the ADA.
Amendments Act.
Disability discrimination encompasses different aspects of unfavorable treatment such as
harassment in the workplace or inaccessibility to buildings and businesses. Specifically, this
form of discrimination occurs when an entity covered under the Americans with Disabilities Act
or Section 504 treats an individual unfairly because they have a disability, a history of a
disability, or is closely associated with someone who has a disability. The United States Supreme
Court has decided many cases that deal with disability discrimination in various settings such as
employment, public accommodations, and more.
In The Americans Disability Act have a lot of different court case to show that students
with disabilities need special care in public transports. In United States Supreme Court
SPECTOR et al. v. NORWEGIAN CRUISE LINE LTD., (2005) No. 03-1388 Argued: February
28, 2005 Decided: June 6, 2005. The Court determined that the Americans with Disabilities Act
(ADA) applied to foreign cruise ships in American waters. Therefore, the act is worry about the
special care in public transports.
In addition, the act also concern about people is substantially limited in a major life
activity. In United States Supreme Court TOYOTA MOTOR MANUFACTURING,
KENTUCKY, INC. v. WILLIAMS, (2002) No. 00-1089 Argued: November 7, 2001 Decided:
January 8, 2002. The case stated that a person is substantially limited in a major life activity,
within the meaning of the ADA, if he or she has “an impairment that prevents or significantly
restricts the individual from doing activities that are of central importance to most people’s daily
lives. Thus, the American Disabilities Act is concerned about people with disability involve in
different activities.
On the other hand, students with disability should not concern and worried about that
they would get discriminated in the work places. The United States Supreme Court
CLEVELAND v. POLICY MANAGEMENT SYSTEMS CORP. et al., (1999) No. 971008Argued: February 24, 1999 Decided: May 24, 1999. It stated that The Supreme Court agrees
with Equal Employment Opportunity Commission’s (EEOC) position that a plaintiff can go
forward with his or her Americans with Disabilities Act case despite having filed an earlier claim
for disability under the Social Security Act alleging he or she is unable to work. This reflects that
the act protect student with disabilities in their workplaces.
In 2017 about a few months ago, the law allows students to suit other directly in the case
of decimation. In Fry v. Napoleon Community Schools, 15-497, it claimed that The Court
clarifies the definition of “disabled” under the Americans with Disabilities Act (ADA) and
allows students to bring lawsuits directly under the Americans with Disabilities Act (ADA) and
Section 504 of the Rehabilitation Act of 1973 (Section 504) without requesting an administrative
hearing under the Individuals with Disabilities Education Act (IDEA) when their claim is not
related to the adequacy of their education. Therefore, the act in section 504 is allowing the
students with disabilities to bring lawsuit directly.
In conclusion, The American Disability Act is published in 1990 and make edit on 2008.
It provides chance to students with disabilities to achieve their academic goals. The act also
provides them to live more comfortably with relevant facilities. It also provides different
specialists to take care their needs in daily lives. Students with disabilities have special care in
public transportations in travelling as well. Finally, they also have other right which is relevant to
the American Disability Act to avoid them have discriminate issue in their workplaces and make
them adopt the normal pace in society easily.
References
“New on ADA.Gov.” ADA INFORMATION LINE, Us gov, 15 Aug. 2015, www.ada.gov/.
“SPECTOR v. NORWEGIAN CRUISE LINE LTD. [03-1388].” United States Supreme Court,
FindLaw, 13 Apr. 2005, caselaw.findlaw.com/us-supreme-court/545/119.html.
“TOYOTA MOTOR MFG., KY., INC. v. WILLIAMS” United States Supreme Court,
FindLaw, 8 Jan. 2002, caselaw.findlaw.com/us-supreme-court/534/184.html.
“CLEVELAND v. POLICY MANAGEMENT SYSTEMS CORP.” United States Supreme
Court, FindLaw, 24 Jan. 1999, caselaw.findlaw.com/us-supreme-court/526/795.html.
“Fry v. Napoleon Community Schools, 15-497.” United States Supreme Court, FindLaw, 22 Feb.
2017, caselaw.findlaw.com/summary/opinion/us-supreme-court/2017/02/22/278663.html