Court Report Case Study Example | Topics and Well Written Essays - 3500 words

Court Report - Case Study Example Investors who purchased a majority interest in a corporation did not commit fraud upon minority shareholder in either inducing him to execute employment and royalty contract, or during his subsequent performance under such contract; though following execution of contract investors failed to disclose their honest opinions on shareholder's job performance, failed to disclose facts concerning their attempts to sell corporation, and failed to disclose to prospective buyers corporation's potential liability to shareholder for enormous royalty benefits, such omissions and misrepresentations did not induce minority shareholder to execute contract, nor did he rely upon such omissions and misrepresentations to his detriment in his performance of the contract. A shareholder of a corporation does not generally have a right to sue personally for alleged losses sustained by the corporation due to mismanagement or breach of fiduciary duties; a shareholder may only sue to recover losses to a corpor ation resulting from mismanagement and breach of fiduciary duties secondarily through a shareholder's derivative suit. When an officer knowingly and intentionally acts against the best interest of the corporation or outside the scope of his authority, he can be held liable by the party whose contract right has been damaged. An action against a corporate officer for intentional and unjustified interference with contractual relations may be divided into separate elements: (1) the existence of a contract or a legally protected interest between the plaintiff and the corporation; (2) the corporate officer's knowledge of the contract; (3) the officer's intentional inducement or causation of the corporation to breach the contract or his intentional rendition of its performance impossible or more burdensome; (4) absence of justification on the part of the officer; and (5) causation of damages to the plaintiff by the breach of contract or difficulty of its performance brought about by the of ficer. Conclusion: 1. A plaintiff claiming the existence of an oral contract greater than $500 in value may prove its existence and terms by at least one credible witness and other corroborating circumstances 2. A plaintiff may serve as the one credible witness needed to establish existence and terms of an oral contract in excess of $500 3. The elements are necessary to prove fraud are (1) the existence of a contract or a legally protected interest between the plaintiff and the corporation; (2) the corporate officer's knowledge of the contract; (3) the officer's intentional inducement or causation of the corporation to breach the contract or his intentional rendition of its performance impossible or more burdensome; (4) absence of justification on the part of the officer; and (5) causation of damages. Court of Appeal of Louisiana, Fourth Circuit. SUN DRILLING PRODUCTS CORPORATION v. Jerry J. RAYBORN, Sr. No. 2000-CA-1884. Oct. 3, 2001. STATEMENT OF THE FACTS In 1994, Jerry J. Rayborn owned Sun Drilling Products Corporation. Rayborn began negotiations with a group of Philadelphia investors concerning the

Leadership & Motivation Essay Example | Topics and Well Written Essays - 2250 words

Leadership & Motivation - Essay Example Employees accept transformational leadership, although some of its aspects within the company need reconsidering to improve both work performance, and financial stability and results. This will also mean that a good understanding is needed regarding the process of managing change within the company. My analysis at Southsea Engineering plc ascertained that many of the issues regarding leadership and motivation need to be analyzed in the prism of organizational change, which has been an ongoing process at Southsea over the years. When Rachel Southsea first headed the company, she introduced a range of organizational changes at all company levels. These changes proved to be not just simple structural reorganizations, but affected employees' attitudes and expectations, also their behaviour and dedication to the work processes. In other words, these novelties caused dramatic cultural changes and influenced the state of the psychological contract within the company. The psychological contract at Southsea plc, as defined by Schein (1978) represents "a set of unwritten reciprocal expectations between a single employee and the organization" (cited by Guest, 2003, p. 10). By the time Rachel Southsea headed the company, employees and even senior managers had an established positive psychological contract with clear expectations, presumably high degree of subjective employment security, and organizational commitment (Guest, 2003) within the "conservative structure" of an engineering company. Introducing new working approaches, such as relaxation of organizational controls caused confusion and irritation among senior managers, who felt that their expectations for their future within the company were no longer to be delivered (Guest, 2003). Release of control also influenced employees in that they felt insecure in the changing organizational environment, and exercised the freedom of not obeying to strict rules. Kurt Lewin, and later on Edgar Schein (1995, cited by Wirth R. 2004) defined this early stage of organizational change as "unfreezing", meaning removing old structures and cultural influences. As Schein ascertains, culture is deeply seated in people's minds (cited by Jossey-Bass, 1992) and change at Southsea Engineering plc was a difficult and time-consuming process. Senior management had to fight anxieties about the uncertain future. The duration and the intrusiveness of these changes made it difficult for employees to accept them and to adapt. The disrupted state of the psychological contract decreased employees' dedication, as they could not identify their role in the new organizational environment. This all lead to impaired work performance and financial results. It was by