Case 1
The corporate structure requires that a corporation has shareholders who elect the Board of directors who, in turn, appoint the CEO, Secretary, and CFO (Miller, 2018, pp.375-377). Annually the Shareholders can review the Board of directors similar to the Board of directors evaluating the CEOs. Meanwhile, the first rule of corporate power highlights that the majority of shareholders control the votes and controls the corporation. However, the shareholders cannot fire the CEO by themselves. Firing can only occur through the Board of Directors, as Miller (2018) asserts. However, the minority shareholder can merge with another to form a majority to act in concert with directors to fire and hire CEOs. The Board of directors also have the mandate to a fiduciary duty to look out for the company's best interests. Company laws enabled the minority shareholders to influence the Board of directors who were 60 percent in attendance to fire the CEO and hire another.
Nevertheless, the laws hold that directors have the duty to care and loyalty. Hence the majority stockholder, Laura, cannot fire the Newly elected CEO since it requires the consent of the Board of Directors. Meanwhile, it would hard to remove the CEO since both the CEO and the Directors have a Fiduciary duty to the corporation. Even when Laura goes to court, she will not prevail since she does not ascertain to the bylaws of the corporations also if she owns 60 percent of the stock in the corporation.
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Case 2
A tort involves the actions of an entity or person inflicting injury on another, and hence the injured has the power to sue the other party (Miller, 2018, pp.67-71). It resembles a crime that may not be intentional in many cases. Henceforth, a tort case has four elements, which include duty, breach of duty, injury, and causation based Miller (2018, p.68). Meanwhile, torts are categorized into intentional, negligence, and strict liability torts. Intentional torts include assault, deceit, trespass, intentional infliction of emotional distress, among others. Negligence torts, on the other hand, encompass, medical malpractice, slip, and fall accidents among many, while strict liability includes defective products, dangerous activities, or animal attacks. Courts recognize psychological injury as a cause of action hence termed as an unintentional infliction or strict liability tort (Miller, 2018). Sam, the regular visitor, even though feel okay when the hairdresser condoles him but later has emotional distress over the accidents and hence is legible to sue the barbershop. The harm occurred, but the claim would not have adhered to the elements of a tort.
Nevertheless, the tort is unintentional and falls under the strict liability since there exists no fault even of negligence. The claimant can only prove that the tort occurred. The barbershop does not seem to have been careless by law and hence becomes difficult to rule out the harm. Nevertheless, all in all, it caused emotional distress, thus termed as a tort.
Case 3
In tort cases, the injured can seek compensation through a representation of a counsel for the indemnities caused. The tort law in business determines whether the person can be held legally responsible for the actions that cause harm (Miller, 2018, pp.67-70). However, every premise owner strives to keep its operations safe to protect the guests and the employees. The law holds that the owner of the property owes a duty of care to guests hence must defend them against negligence and intentional accidents. Most jurisdictions rule in favor of the recovery for the harm caused. Even if there is no intent to harm, the plaintiff can seek reclamation damages. Practicing, according to the code of ethics, helps lessen the risk of harm to others (Miller, 2018, pp.2-8). For instance, the customer whose lap was burned due to the professional negligence of the waitress. The harm caused is a tort since the waitress failed to adhere to professional standards. Yes, the action was not deliberate, but the carelessness inflicted pain on a customer. However, the tort is not intentional since it involves a slip and a fall. Negligence, as asserted, is amongst the most common occurrence of all the types of torts. They occur mostly in the car, motorcycle, bicycle, and pedestrian accidents. It becomes challenging to rule out whom to incur the cost of the damage. However, as for this case, since it is LLC, then the cost of damage is split between the other members and me. The intentional torts are judged as real crimes, unlike these unintentional crimes where only damages and harm are incorporated.
Case 4
In limited liability companies, management does not incorporate meetings or paperwork and hence not bound by the ownership limitation (Miller, 2018, pp.354-360). A sole proprietorship company incurs direct taxation, while for a limited liability company can choose on the taxation scheme depending on the type of business. However, sole proprietorship means that there is only one owner who incurs all the operational costs (Marson & Ferris, 2015, p.315). Henceforth, it can also bear all the losses and lawsuits; the only advantage is that the sole proprietor can enjoy the monopoly of governing and the profits. It becomes challenging to sell to people shares to assist in the management. Hence the only structure that limits the advantages of a sole proprietorship is the corporations or the limited liability company. In this case, it is essential to shift to a limited liability company since it is convenient to form and manage. For a limited liability, a member cannot be held legally responsible for any wrong undertakings (Miller, 2018, p.354). It means that the personal obligation on debts, taxes cannot reflect the owner. It allows for flexibility and simple partnership formulations and control. The small occupational therapy practice hence should incorporate LLC since it has complete freedom in the distribution of ownership with regards to its members.
Case 5
Organizational integrity has many definitions and opinions, according to different managers and CEOs. Ethics can sometimes become a confidential matter between employees and their conscience (Miller, 2018, p.113). A company can bear the responsibility for an employee's misdeeds, but this has never been in the minds of many managers. In the long run, ethics has nothing attached to management (Miller, 2018, p.114). In adherence to corporate governance, the Board approves the corporate strategies while auditing plays a critical role in managing the company's input and output (Marson & Ferris, 2015, pp.384-385).
Meanwhile, the company compensates for any travels and meetings attended by the CEOs. That means organizing for their accommodation meals and recreation allowances. At the end of conferences, whatever the CEOs choose to work on is their own business. In this case, any undertakings at the meetings that involve personal actions, then the CEO becomes liable. Hence the party that caused the damages is a personal responsibility and not a company's.
Consequently, any bill after that must be personally incurred. Therefore, I would be responsible for the $50,000 bill of damages after the party, and the company is not a part of it. Moreover, even if the corporation organizes the business conference, that does not mean that the corporation should incur the damages. The damages are personal encounters and it upon the CEOs to maintain organizational integrity.
References
Marson, J., & Ferris, K. (2015). Business law (4th ed.). Oxford University Press.
Miller, R. (2018). Business law; Text and Cases; An Accelerated Course (14th ed.). Cengage Learning.
