The medical malpractice and liability of partners
The medical malpractice of his partner Pena is collectively and severally accountable to Antenucci. It is possible to sue a company personally or directly for the misdeeds of a partner according to Gregory & Hurst (2002). Therefore, if a partners harm a third party during a relationship process, the third party will be able to sue any or particular partners of the non-injury party. Therefore in this case, Antenucci is jointly liable for the medical malpractice that resulted in Daniel Zuckerman’s physical injuries and Elaine Zuckerman has the right to sue both of the doctors as they were in a partnership (Gregory, & Hurst, 2002)
Limited liability of owners in an LLC
Both Big Apple LLC and Jennifer are liable to the injured pedestrian Tilly Tourismo. The other two owners Martin and Edsel are not personally liable. This is because they are protected by the LLC shield from being personally liable. The LLC on the other hand is liable because Jennifer is a member of the LLC and caused the accident under the scope of the LLC. Tilly therefore should sue Jennifer and LLC but Martin and Edsel are not liable for her injuries (Cheeseman, 2013).
Shareholder liability in case of accidents
In the case of Billy who died while on his job, the shareholders are not personally liable for his death as this was just an accident. The USM is a legal entity and therefore its shareholders are not personally liable for the responsibility of the company. When it comes to shareholders, limited liability means that they are only liable to the extent of their capital contributions and do not have any personal liability towards the company’s responsibilities and debts. In the event that the death of Billy was not accident rather an intentional act, then the shareholders could have been personally liable for his death, in this case, according to the rule of limited liability of shareholders, the death of Billy is the responsibility of the company and shareholders cannot be held liable (Cheeseman, 2013).
Qualification for the intrastate offering exemption
McDonald Investment Company does not qualify for the intrastate offering exemption from registration. Though most of the requirements for the intrastate exemption were met, (the company was a resident of Minnesota, its principal place of business was in Minnesota and more than 80% of its assets and revenues were derived in Minnesota) it still did not meet one of the key principals that states that at least 80% of the proceeds from the offering must be invested in the state in order to qualify for an exemption. In the case of McDonald Investment Company, their proceeds from securities issues were invested in real estate loans and other assets but outside of the state of Minnesota and due to this fact, it makes the company unqualified for an exemption from registration for an intrastate offering (Sosin, 1964).
Cheeseman, H. R. (2013). Contemporary Business Law (8th ed.). Upper Saddle River: New Jersey: Pearson Prentice Hall.
Gregory, W. A., & Hurst, T. R. (2002). Unincorporated Business Associations, Including Agency, Partnership, and Limited Liability Companies: Cases and Materials.
Sosin, S. (1964). The Intrastate Exemption: Public Offerings and the Issue Concept. W. Res. L. Rev., 16, 110.