AshlandTeck, Inc.

AshlandTeck, Inc., a 2-year old start-up company headquartered in San Francisco and specializing in GPS software development, has outstanding 400 shares of $100 par value common stock, which has been issued and sold at $105 per share for a total of $42,000. The State of Delaware, where AshlandTeck is incorporated, has adopted the earned surplus test for all distributions. AshlandTeck is aggressively courting a multi-million-dollar venture capital investment from Angel Capital Investors, LLP, to commercialize a number of patents that are among AshlandTeck’s assets, which amount to $65,000. AshlandTeck’s liabilities to creditors total $10,000. At the same time, AshlandTeck’s board learns that Amanda Richardson, an original investor who holds 100 of the 400 shares of stock, is planning to sell her shares on the open market for $10,500. Believing that this will not be in the best interest of the corporation, AshlandTeck’s board offers to buy the shares for $10,500 and Amanda agrees. About six months later, when the assets of the corporation have decreased to $50,000 and its liabilities, not including its liability to Amanda, have increased to $20,000, the directors use $10,000 to pay a dividend to all of the shareholders. The corporation later becomes insolvent.

Was the payment of the $10,000 dividend proper? And Why?