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Business Organizations Law

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University of Michigan Law School

Michigan Law Review

1938

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Articles 1 - 2 of 2

Full-Text Articles in Law

Taxation - Capital Gains Tax (Revenue Act Of 1928) - Reorganizations - Definition Of A Party To A Reorganization, Milton A. Kramer May 1938

Taxation - Capital Gains Tax (Revenue Act Of 1928) - Reorganizations - Definition Of A Party To A Reorganization, Milton A. Kramer

Michigan Law Review

Although "certainty" is one of the most desirable features of taxation, that quality has been conspicuously absent in regard to the portions of the 1928 Revenue Act which deal with capital gains in corporate reorganizations. In the four situations which the act sets forth as constituting a reorganization, capital gains arising therefrom are exempt from tax computation, the general purpose being to remove any impediment to normal corporate adjustments and to prevent the recognition of gains or losses until they are actually realized. However, this provision soon became an invitation for ingenious counsel to arrange the sales of corporate assets …


Corporations-Amendment Of Charter - Fundamental Change Of Purpose, Michigan Law Review Feb 1938

Corporations-Amendment Of Charter - Fundamental Change Of Purpose, Michigan Law Review

Michigan Law Review

Plaintiff, a cooperative association incorporated under the laws of Minnesota as a wholesaler of oil, sued defendant, a member of the cooperative, for goods sold and delivered. Pursuant to the statute which provided that such cooperatives may amend their articles by a vote of the majority of the membership "in respect to any other matter which the original articles of incorporation of the same kind might lawfully have contained," plaintiff's articles of incorporation had been amended, adding to the original purposes "any mercantile, jobbing, wholesale and retail, mining, manufacturing and mechanical business on the cooperative plan." These were all objects …