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Management of Corporations


Clestra Corporation is a manufacturer of consumer products ranging from canned and packaged foods like spaghetti sauce and popcorn to over-the-counter health aids like toothpaste and mouthwash. Its annual worldwide revenues are just under $6 billion. Clestra brands are not among the top two in any of its product lines, each brand ranking from fourth to ninth in annual sales in countries in which it markets its products. Clestra's CEO has been discussing the company's future with its consultant, KRNP Consulting LLP. KRNP has suggested that Clestra consider acquiring Ballmax, Inc., a consumer products company with $2 billion annual sales. Ballmax's brands are complementary to Clestra's brands, and while smaller than Clestra, Ballmax has a distribution system that will give Clestra access to markets in which Clestra is not currently a significant seller.

Clestra's CEO also wants to improve consumer recognition of the Clestra brand. She suggests that Clestra acquire naming rights to a stadium being built for a baseball team in northern Virginia, the Virginia Hatchets. The CEO thinks that Clestra has the inside track to acquire naming rights because the family of one of Clestra's board members owns the baseball team that will own and operate the stadium.

  • What legal standard will determine whether Clestra's board of directors has acted properly when approving Clestra's acquisition of Ballmax, Inc.? What role may KRNP Consulting take in helping Clestra's board of directors meet its duties under that legal standard?
  • What legal standard will judge whether Clestra's board of directors has acted properly when acquiring naming rights to the Virginia Hatchets' stadium? What role may KRNP Consulting take in helping Clestra's board of directors meet its duties under that legal standard?
  • Suppose Clestra's CEO is concerned that Clestra may be a target for a takeover by one of the larger consumer goods companies. If Clestra wants to remain an independent company, what should Clestra's board of directors do now to increase the chances that it may fend off a hostile takeover? What legal standard will judge whether Clestra's board has acted properly in adopting defenses against a hostile takeover? What should Clestra's board do now to increase the likelihood that the board will comply with that legal standard when it opposes a hostile takeover?








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