P.21 ss6 writing exercise

1.  Appellee Allied Indemnity of New York respectfully suggests that oral argument should not be allowed because the Texas Supreme Court (in National Union case) and this Court (in Constitution State case) decided dispositive issue.

Also, the briefs and record adequately present the facts and legal arguments.

Oral argument would not significantly aid the decisional process.

--> Oral argument would be of little benefit for two reasons.  First, the dispositive issue has recently been decided by the Texas Supreme Court ( ) and by this Court ( ). Second, the facts and legal arguments are adequately presented in the briefs and the record.

2.  No Kansas cases explicitly held that a corporation is required to have a valid business purpose to engage in certain transactions like mergers, consolidations, or a sale of assets followed by a dissolution and liquidation.  But, in a 1994 case involving a cash-out merger where the dissenters claimed the defendant's board of directors breached its fiduciary duties to the dissenters, the Supreme Court of Kansas cited as one of the trial court's holdings that a corporation does not need to show a valid corporate purpose of eliminating stockholders.  (88 words)

Answer) No Kansas cases explicitly hold that Kansas requires a corporation to have a valid business purpose to engage in certain specified transactions.  But in 1994 the Supreme Court of Kansas decided a case that bears on the question.  The case involved a cash-out merger in which the dissenters claimed that the defendant's board of directors breached its fiduciary duties to them.  The court found that a corporation need not show a valid corporate purpose of eliminating stockholders.

3.  The court of appeals noted that the EPA had issued a permit for the applicant to discharge wastewater that would occur from the outfall pipe.  Holders of the permit are generally exempted from complying with the EIS requirement.  Accordingly, the Corps, a holder of the permit, did not need to analyze the environmental implications of the discharges from the outfall pipe and instead considered only the construction and maintenance of the pipeline itself.  The court held that the issuance of the permit is not a major federal action.   

--> The court of appeals cited two salient points.