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Articles 1 - 16 of 16
Full-Text Articles in Law
Corporations - Recapitalization By Statutory Merger And Consolidation, Robert Meisenholder
Corporations - Recapitalization By Statutory Merger And Consolidation, Robert Meisenholder
Michigan Law Review
When changes in the capital structure of a corporation are attempted by amendment or by voluntary reorganization plans, such efforts at recapitalization are often blocked by dissenting stockholders. As a result, attempts have been made to recapitalize and force dissenting stockholders to go along by following the procedure of the merger and solidation statutes. The extent to which these statutes governing merger and consolidation can be used in order to change the capital structure of a corporation will be examined here. This discussion will consider, first, the governing rules concerning possible .changes in a stockholder's interest and rights when two …
Corporations - Modification Provisions Of Corporate Mortgages And Trust Indentures, Charles H. Haines Jr.
Corporations - Modification Provisions Of Corporate Mortgages And Trust Indentures, Charles H. Haines Jr.
Michigan Law Review
As early as the late 1800's it was not uncommon to find included in corporate mortgages and trust indentures provisions looking to the modification of the rights of the bondholders by action of a given majority of such holders. Ordinarily the power conferred could not be exercised by the holders of less than seventy-five per cent in value of the outstanding bonds; the modification authorized might be the alteration of security rights, the deferment of payments of interest or principal, the reduction of interest, or even the reduction of the debt. Inasmuch as the same equitable doctrines limit their use, …
Bankruptcy - Corporate Reorganization - Section 77b - Chapter X Of The Chandler Act - Boyd Case Rule, Edmund O'Hare
Bankruptcy - Corporate Reorganization - Section 77b - Chapter X Of The Chandler Act - Boyd Case Rule, Edmund O'Hare
Michigan Law Review
A subsidiary of the defendant corporation filed a reorganization petition under Section 77 B of the Bankruptcy Act and defendant presented a claim of over nine million dollars as a creditor, the claim being grounded upon moneys paid by defendant to the subsidiary for its benefit, management and supervision fees, rental and interest charges, and declared but unpaid dividends. Defendant owned about ninety-eight per cent of the common stock of the subsidiary. As the result of objections by the trustee and preferred stockholders of the subsidiary, defendant's claim was compromised at five million dollars. The reorganization plan provided in part …
Corporations - Derivative Suits - Insolvency As A Bar, Edmund O'Hare
Corporations - Derivative Suits - Insolvency As A Bar, Edmund O'Hare
Michigan Law Review
Plaintiff, stockholder in defendant bank, brought a derivative suit against the bank's directors to recover moneys allegedly wrongfully appropriated by them from the bank's assets. Before the commencement of the suit the bank had become insolvent and was in the process of liquidation. Held, the directors' motion to dismiss should be granted, since a stockholder may not maintain an action to hold an insolvent corporation's directors liable for fraud or mismanagement unless it appears that he will be benefited by the relief demanded, and full recovery here would still leave an excess of liabilities over assets. Falvey v. Foreman-State …
The Validity Of Corporate Mortgages Executed For Accommodation, Edward O. Curran
The Validity Of Corporate Mortgages Executed For Accommodation, Edward O. Curran
Michigan Law Review
The problem of the validity of an accommodation mortgage executed by a corporation--that is, a mortgage or pledge of the property or assets of the corporation for the benefit of another without the receipt by the corporate mortgagor or pledgor of any consideration for the loan of its credit--is one which appears not to have been explored by writers on legal topics. No reason is readily apparent for the obvious dearth of discussion on this subject; the pertinent cases are not too numerous for ready collation and the accommodation mortgage device is itself of practical importance in certain situations in …
Corporations - Equitable Intervention In Corporate Affairs - Meaning Of "Internal Management'', Henry L. Pitts
Corporations - Equitable Intervention In Corporate Affairs - Meaning Of "Internal Management'', Henry L. Pitts
Michigan Law Review
In a recent case before the Court of Appeals of Maryland, Williams v. Salisbury Ice Co., a minority stockholder who had met with defeat in a prior struggle over the control of the defendant, a domestic corporation, filed a bill of complaint asking for the appointment of a receiver to manage the corporation until the rights of creditors and stockholders could be "permanently preserved." It appeared that one Meeker, who was the virtual owner of a competing ice company, had acquired ownership of a majority of the defendant corporation's stock. The defendant was solvent, but the plaintiff's chief source …
Corporations - Restraints On Alienation Of Stock Stipulated In The Charter, Michigan Law Review
Corporations - Restraints On Alienation Of Stock Stipulated In The Charter, Michigan Law Review
Michigan Law Review
The charter of the defendant corporation provided that the board of directors had authority to purchase its common stock at any time when the holder thereof was not an employee, or the holder had not received his common stock by conversion of the preferred. In accordance with the authority granted by this provision, the directors of the defendant corporation adopted a resolution to purchase the common stock owned by the plaintiff, who was not an employee and had not received his common stock by conversion of preferred shares. Plaintiff asked that an injunction be issued restraining defendant from proceeding further. …
Taxation - Social Security - Dissolution Of Corporation And Formation Of Partnership As Means Of Avoiding Tax, Arthur P. Boynton
Taxation - Social Security - Dissolution Of Corporation And Formation Of Partnership As Means Of Avoiding Tax, Arthur P. Boynton
Michigan Law Review
The O Company surrendered its corporate charter and began operating under an agreement purporting to establish a partnership relation between the former officers and employees whereby complete management including the power to employ, discharge and control the duties of its members was vested in a "board of control" elected by and subject to changes made by the majority in interest. Net profits and losses were shared in proportion to the respective interests. The firm could be dissolved only by a vote of the majority in interest and not by transfer of interest, death or resignation of a member. Advice was …
Corporations - Right Of The Registrant To Withdraw A Registration Statement Under The Securities Act Of 1933, Arthur A. Greene Jr.
Corporations - Right Of The Registrant To Withdraw A Registration Statement Under The Securities Act Of 1933, Arthur A. Greene Jr.
Michigan Law Review
One day after the registration statement filed by the corporation became effective, the Securities and Exchange Commission ordered a hearing to determine whether or not a stop order should be issued to suspend the effectiveness of the registration statement. Various issues of the same stock which registrant proposed to issue had been sold on the market, prior to the filing of the registration statement. During the hearings the corporation filed a motion to withdraw its registration statement. The motion was denied. The Securities and Exchange Commission applied to the district court for an order to compel obedience to its subpoena …
Corporations - Stockholders' Suits - Federal Courts -Requirement Of Stock Ownership At The Time Of The Injury Complained Of, Robert E. Sipes
Corporations - Stockholders' Suits - Federal Courts -Requirement Of Stock Ownership At The Time Of The Injury Complained Of, Robert E. Sipes
Michigan Law Review
When necessary to protect the interest of a stockholder, a court of equity will entertain an action by the stockholder to enforce a right belonging to the corporation. The suit is a derivative one, the corporation being the party primarily injured and the immediate beneficiary of the proceeds of any judgment. The basis for the suit has been explained in a number of ways. It has been held that in a proper case equity will disregard the corporate fiction and allow the derivative suit in order to protect the right which beneficially belongs to the stockholder although nominally to the …
Bankruptcy - Corporate Reorganization - Fairness Of The Plan, Stanton J. Schuman
Bankruptcy - Corporate Reorganization - Fairness Of The Plan, Stanton J. Schuman
Michigan Law Review
In a reorganization under 77B the unsecured creditors were to be paid by receiving non-voting preferred stock of the insolvent debtor up to the amount of their claims. The old preferred stockholders were to keep the balance of this same class of stock. One thousand shares of voting common stock were to be given to the old shareholders on the basis of one new share for each old share. The plan was approved by ninety-four per cent of the creditors, but the master proposed an amendment whereby the creditors were to have the right to vote in the selection of …
Corporations - Amendments By Majority Of The Stockholders - Provision In Certificate Of Incorporation Requiring More Than Majority, Stanton J. Schuman
Corporations - Amendments By Majority Of The Stockholders - Provision In Certificate Of Incorporation Requiring More Than Majority, Stanton J. Schuman
Michigan Law Review
A Delaware general corporation statute provided for changing the preferences, rights, or powers of any class of stock if a majority in interest of each class voted in the affirmative thereon. Another part of the statute allowed the certificate of incorporation to require a larger proportion. The certificate of incorporation of D corporation required a vote of seventy-five per cent of the outstanding preferred stock to change the "designations," preferences, and voting powers" of the preferred stock. This required vote was reduced to sixty per cent by an amendment which received a favorable vote of fifty-five per cent of such …
Corporations - Conditions Under Which Settlement Of Corporate Claims Will Not Prevent A Stockholder's Derivative Suit On Such Claims, John M. Ulman
Corporations - Conditions Under Which Settlement Of Corporate Claims Will Not Prevent A Stockholder's Derivative Suit On Such Claims, John M. Ulman
Michigan Law Review
In the recent case of United States Lines, Inc. v. United States Lines Co. the plaintiff was a minority stockholder in United States Lines, Inc., whose only asset was a minority stock interest in the United States Lines Company. A majority of the stock in both companies was owned by the International Mercantile Marine Company. An action originally brought by the United States Lines, Inc., but settled out of court, was sought to be continued by the plaintiff, who alleged: (1) that the Marine Company and its subsidiaries had entered into fraudulent contracts with the United States Lines Company and …
Corporations - Stockholders' Suits - Effect Of Erie Railroad V. Tompkins On Federal Equity Rule 27, Leonard D. Verdier Jr.
Corporations - Stockholders' Suits - Effect Of Erie Railroad V. Tompkins On Federal Equity Rule 27, Leonard D. Verdier Jr.
Michigan Law Review
Plaintiffs filed a stockholders' bill in federal equity court to enforce certain rights of Hearst Consolidated Publications, Inc., a Delaware corporation. The individual defendants, directors of the corporation, were charged with having effected a plan to sell various Hearst properties to the corporation at excessive prices. Defendants moved to strike from the bill of complaint paragraphs referring to transactions which occurred prior to the date when plaintiffs acquired their stock. The motion was based on equity rule 27. The contention of counsel for plaintiffs was that rule 27 is based on the federal general law, which on this point conflicts …
Corporations - Negotiability Of Stock Certificates - Uniform Stock Transfer Act, Charles R. Linton
Corporations - Negotiability Of Stock Certificates - Uniform Stock Transfer Act, Charles R. Linton
Michigan Law Review
Plaintiff holding company was incorporated with Murtland and two dummies as shareholders and officers. Murtland pledged a stock certificate, representing shares of another corporation owned by his corporation, with the defendant bank to secure a personal loan; an assignment and power of attorney was executed by the plaintiff through Murtland and one of the dummy shareholders as officers, the other shareholder having knowledge of the transaction. Upon the bankruptcy of Murtland, defendant sought to sell the collateral; plaintiff seeks to enjoin the sale on the ground that the assignment had not been authorized by its board of directors. Held, …
Corporations -Parent And Subsidiary-Right Of Parent Or Subsidiary To Share With Other Creditors In Assets Of Associated Corporation On The Latter's Insolvency, Collins E. Brooks
Corporations -Parent And Subsidiary-Right Of Parent Or Subsidiary To Share With Other Creditors In Assets Of Associated Corporation On The Latter's Insolvency, Collins E. Brooks
Michigan Law Review
Increasingly in the past few years, courts throughout the country have seemed willing to disregard what Professor Ballantine has called the "basic theory of corporation law," the concept that a corporation is an entity entirely distinct and separate from its stockholders. It is not the purpose of this writer to take issue with this tendency; for the most part the decisions seem sound and the results just. It is believed, however, that the rules used by the courts in reaching those decisions are, in many instances, open to question. There is one situation in particular in which the courts have …