( PICK ONE TOPIC EACH QUESTION)

Q1

Select one of the topics below:

• Describe sources of corporate laws for USA and Saudi Arabia.
• Discuss various forms of business entities and how they come into existence for USA and Saudi Arabia.
• Compare and contrast partnership and corporation.
• Explain the concept of Ultra Vires and its implications to companies.
• Identify comparable legal theories and concepts under Saudi Companies Law.
• Discuss specific issues for establishing Limited Liability Company under Saudi Companies Law.

(answer in one page)

Q2

Select one of the following topics:

• Explain the role of corporate governance.
• Discuss the role and rights of shareholders in a publicly traded corporation.
• Explain different ways of allocating power within a corporation (Berle and Means thesis).
• Identify comparable legal theories and concepts under Saudi Companies Law.
• Discuss the interrelationship between members (shareholders), directors, creditors, the public and the Company and the role, powers and duties of such persons.

(answer in one page)

Q3

To assess your ability to:

• Apply legal issues and concepts related to the duty of loyalty to create appropriate solutions in case study scenario.
• Apply main concepts of Saudi Company law in case study scenario.

Saudi Construction Case Study Part 1:

Asad and three business associates have decided to start a business: Saudi Construction. They will do work for oil companies in Saudi Arabia at first, but he hopes the firm will grow within two or three years to gain heavy construction contracts throughout the Middle East. Asad wonders whether he should form a corporation, a partnership, or maybe a limited liability company under Saudi Companies Law.

Asad believes they will initially need about $10 million in capital to run the business and have sufficient financial reserves to do large-scale projects. After two years, they will need an additional $20 million in capital.

Asad will be in charge of business operations. He realizes they need a business plan that will address how to value the corporation in order to raise the necessary capital in two years. It also needs to address how Saudi Construction can legally protect its assets in an industry where lawsuits are a common hazard.

Meanwhile, his associates have pressured Asad to kick-start the business by signing a couple of lucrative contracts right away; they tell him he shouldn’t worry about the administrative paperwork. They say that nobody ever looks at the paperwork once a business is formed and its no big deal.

Action Items:

In a one-page paper, respond to ONE of the following important questions:

• Asad has hired you as his business consultant to help him make good decisions. Give him advice on his questions:
• What is his potential liability as an individual and what can he do to limit his risk?
• What issues might arise from following his business associates’ advice?
• What other factors should he take under consideration?

What are the advantages and disadvantages of forming the business as:

a corporation?

a partnership?

a limited liability company?

and select from one of the questions below:

In helping Asad with the business plan, explain:

• How he can value his business
• What the business can do to reduce its risk
• How the owners can limit their liability
• What the business should (and should not!) do to protect against lawsuits
• What factors he must consider on how to raise capital
• What mix of capital the business should have

(answer maximum in 2 pages)

Q4

To assess your ability to:

• Apply critical thinking skills to discern legal issues and create appropriate solutions in case study scenario.
• Apply main concepts of Saudi Company law in case study scenario.

Saudi Construction Case Study Part 3:

Asad is very happy to report that Saudi Construction Inc. has grown significantly in the last three years through mergers and acquisitions. His family is so proud of him; he is a rich man. However, the problems of managing the business continue, but in different ways. Now, in the 5th of the business, there are still some minority shareholders from some of their acquisitions who make life difficult.

Asad’s industry friends tell him that the best thing to do is get rid of his problems by buying the minority shareholders out. Asad really likes that idea; it would make his life easier now and allow the majority shareholders (whom he controls) to make all the decisions without interference.

Some of Asad’s fellow corporate officers have been secretly talking at lunch about another idea. Why don’t the officers get together and do a management buyout (MBO)? Asad of course is interested because this would make him wealthy beyond all expectations. Of course, the officers will need to borrow a lot of money to do the buyout, but Asad hears there are ways to do it.

Yet trouble is always at the door. A number of the shareholders want to take control of Saudi Construction Inc. away from Asad’s group; they are unhappy with some of the acquisitions and the direction the corporation is going in. The shareholders are threatening a hostile tender offer. They want to go around the board of directors and go directly to shareholders. How can they do that? Asad needs to understand all the tactics these shareholders will employ in a hostile tender offer. More importantly, Asad is a man of action. What can he do to prevent it? If the hostile shareholders want a fight, Asad is prepared to fight. He didn’t work this hard to lose control of Saudi Construction now!

Asad’s friends have told him if he really wants to fight, he must be ruthless. He must create a “poison pill” to make his company’s stock less attractive and thwart the hostile takeover.

(You may refer back to Case Study Scenarios #1 and #2 as needed.)

Action Items

In a one-page paper, respond to ONE of the following important questions:

• Your consulting business has done very well, particularly since you have successful clients like Saudi Construction, Inc. You are sitting at the pool when you receive an urgent call from Asad. He always has grand ideas he got from his friends, but he is smart enough to get your professional opinion before he takes action.
• Asad wants to know right away about getting rid of the troublesome shareholders. Some of his friends have called it a “freezeout”. He is also very concerned about a threatening hostile tender offer, and needs to know how how he can stop it. He wants to know all the ways his enemies might make succeed with the hostile offer. Asad can be a brutal businessman, so he also wants to know all about a poison pill and is prepared to put plenty of poison in it if it will stop the hostile tender offer.
• Asad hates to hear about all this legal stuff, but he wants you to tell him the ways the Board of Directors can handle things fairly (or fairly enough that the courts will approve). Are there ways to he can make sure it is “legal” to get rid of shareholders without losing a lawsuit? You have lawyers in your consulting team, so he wants to know his options, in reasonably simple terms.
• But Asad also want to understand the management buyout (MBO). Secretly, of course; you are to tell no one about the plan. Asad knows you are on vacation, but he doesn’t care. He has made you rich. He wants answers now. You leave the pool and head up to your room. It’s time to get to work.

(answer in one page)

Q5

To assess your ability to:

• Describe different categories of corporate litigation.
• Discuss the termination of litigation.
• Identify comparable legal theories and concepts under Saudi Companies Law.

Action Items

In a one-page response, discuss the benefits and disadvantages of a Direct and Derivative Lawsuit from the perspective of a Shareholder.

(answer in one page)