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Articles 1 - 13 of 13
Full-Text Articles in Law
Corporations-Officers And Directors-Fiduciary Duty Of Officer Purchasing Stock From Shareholder, Walter H. Weiner
Corporations-Officers And Directors-Fiduciary Duty Of Officer Purchasing Stock From Shareholder, Walter H. Weiner
Michigan Law Review
Defendant, president of a corporation acquired stock owned by plaintiff and others by falsely representing that the corporation had been sold. After enhancing the value of this stock, defendant sold it. Plaintiff brought suit for fraudulent conversion and the trial court directed a verdict for the defendant. On appeal, held, reversed. An officer negotiating with a shareholder for the purchase of shares must act with scrupulous trust and confidence, and unless the officer acts with the utmost fairness the wronged shareholder may invoke the proper remedy. Blazer v. Black, (10th Cir. 1952) 196 F. (2d) 139.
The Second Circuit Reaffirms The Efficacy Of Restrictive Stock Agreements To Control Estate Tax Valuation, Edmund W. Pavenstedt
The Second Circuit Reaffirms The Efficacy Of Restrictive Stock Agreements To Control Estate Tax Valuation, Edmund W. Pavenstedt
Michigan Law Review
Owners of close corporations have for many years entered into agreements with each other requiring a stockholder who wishes to dispose of his holdings first to offer them to his fellow stockholders or to the corporation and, in the case of death, granting to the survivors or the corporation an option to buy the shares from the decedent's estate. Such agreements either fix a price per share or contain a formula or a provision for appraisal under which such price is to be determined. About twenty years ago two leading cases both decided by the United States Court of Appeals …
Corporations-Securities Exchange Act Of 1934-Equitable Principles As A Bar To Short Swing Recovery Under Section 16(B), Edward D. Goldstein S. Ed.
Corporations-Securities Exchange Act Of 1934-Equitable Principles As A Bar To Short Swing Recovery Under Section 16(B), Edward D. Goldstein S. Ed.
Michigan Law Review
Plaintiff corporation, after receiving authority from the Corporation Commissioner of California, gave to its key employees including defendants ( who were officers of the corporation) options to purchase certain stock of the plaintiff. The plan originated with the president of the corporation and the agreement took place at a time when the stock was unlisted. At no time subsequent to the stock being listed on a stock exchange did the plaintiff advise defendants of the short swing-requirements that arose from listing. Plaintiff's purpose in granting the option was to retain the services of its key employees and to induce these …
Trends In Modern Corporation Legislation, Kenneth K. Luce
Trends In Modern Corporation Legislation, Kenneth K. Luce
Michigan Law Review
Any discussion of trends and developments in modem corporation legislation must assume some understanding of the historical antecedents of that legislation and the judicial approach to its interpretation. As a practical matter the outline of modern legislation has emerged within the memory of living men, but "in order to know what it is, we must know what it has been, and what it tends to become." The state is less concerned today than long ago about the corporation becoming a state within the state and usurping political power, although such concern could and does evidence itself from time to time. …
Constitutional Law-Civil Procedure-Due Process Requirements For State Jurisdiction Over Foreign Corporations, Richard D. Rohr
Constitutional Law-Civil Procedure-Due Process Requirements For State Jurisdiction Over Foreign Corporations, Richard D. Rohr
Michigan Law Review
The plaintiff, a nonresident of Ohio, brought an action in Ohio against the defendant, a sociedad anonima organized under the laws of the Philippine Islands, on claims which neither arose in Ohio nor were connected with the defendant's activities in Ohio. Defendant's president, who was also its general manager and principal stockholder, had returned to his home in Ohio when the company's mining operations were suspended by the Japanese occupation of the Philippines. During the war years, he conducted such business as was possible in Ohio, holding directors' meetings, carrying on correspondence, maintaining bank accounts, but the defendant did not …
Corporations--Shareholders-Effect On Voting Trust Agreement Of Inability To Transfer Shares To The Voting Trustees, Peter Van Domelen
Corporations--Shareholders-Effect On Voting Trust Agreement Of Inability To Transfer Shares To The Voting Trustees, Peter Van Domelen
Michigan Law Review
Plaintiff filed a petition in equity attacking his removal as a director and president of the defendant corporation on the grounds that such removal was brought about through the exercise of an alleged invalid voting trust agreement The plaintiff and another shareholder, each owning fifty per cent of the stock in the defendant corporation, had entered into a voting trust agreement by which they appointed themselves and a third party as voting trustees. At the time the trust agreement was executed, all of the stock was on deposit with an escrow agent subject to an existing escrow contract. Plaintiff challenged …
Corporations-Dividends-Majority Of The Board Of Directors As Indispensable Parties In A Suit To Compel The Declaration Of Corporate Dividends, James W. Callison
Corporations-Dividends-Majority Of The Board Of Directors As Indispensable Parties In A Suit To Compel The Declaration Of Corporate Dividends, James W. Callison
Michigan Law Review
A minority group of stockholders brought an action to compel a declaration of dividends on common stock, naming as defendants the Continental Mills company, four of the five directors of the corporation, and a majority stockholder. Effective service of process was made only on the corporation and two of the directors. The majority stockholder and the other two directors named appeared specially and obtained a dismissal of the action as to them. The two directors properly served then moved to dismiss the action for failure to include a majority of the board of directors as parties. Held, a majority …
Corporations-Majority Shareholder's Fraud In The Purchase Of Stock, Thomas P. Segerson S.Ed.
Corporations-Majority Shareholder's Fraud In The Purchase Of Stock, Thomas P. Segerson S.Ed.
Michigan Law Review
Whether or not there has been fraud in the purchase of property, due to either affirmative statements or mere non-disclosure, may well depend upon the relation of the purchaser to the vendor. The recent case of Speed v. Transamerica Corporation presents two questions relative to this problem in the purchase of corporation shares: first, whether the price quoted in an offer to purchase can ever be the basis of an action for fraud and deceit; and second, whether the majority shareholder of a corporation occupies a fiduciary relation to minority shareholders in the purchase of their stock. Defendant was the …
Some Latter Day Developments In The Taxation Of Liquidating Distributions: Is The Cop Still On The Beat?, Willard H. Pedrick
Some Latter Day Developments In The Taxation Of Liquidating Distributions: Is The Cop Still On The Beat?, Willard H. Pedrick
Michigan Law Review
Redemption and salvation are doctrinal terms suggestive of the enthusiasm of the camp meeting. It is altogether fitting that these terms be used in connection with the taxation of corporate liquidating distributions. Through redemption of his stock the shareholder may find this world's nearest approach to fiscal salvation-taxation of his receipts on a capital-gains basis. To say the shareholder's enthusiasm for capital-gains treatment approaches a religious zeal is to underestimate the matter. Nor is it difficult to understand his attitude. If corporate earnings and profits, subjected at the outset to a relatively Hat but heavy corporate income tax, are paid …
Taxing Distributions Pursuant To Corporate Reorganizations, William M. Emery
Taxing Distributions Pursuant To Corporate Reorganizations, William M. Emery
Michigan Law Review
"Distributions" implies that we are concerned with the tax problems of the stockholder rather than those of the corporation. And while one corporation may be the stockholder of another, my emphasis will be primarily upon stockholders who are individuals, including, of course, trusts and estates who are taxed as individuals.
Corporations-Dissolution-Payment Of "Accrued Unpaid Dividends" To Preferred Shareholders From Capital, Frank M. Bowen, Jr.
Corporations-Dissolution-Payment Of "Accrued Unpaid Dividends" To Preferred Shareholders From Capital, Frank M. Bowen, Jr.
Michigan Law Review
The Big Bend Land Company was in the process of liquidation. The articles of incorporation provided for preferred stock which "in the event of any liquidation . . . " was " . . . entitled to be paid in full the par value thereof, and all accrued unpaid dividends thereon before any sum shall be paid to or any assets distributed among . . ." the common stock. No dividends had ever been declared or paid, nor had there ever been any surplus profits. After discharging all corporate liabilities, including payment of the par value of the preferred stock, …
Corporations-Shareholders-Right To Bring Personal Action After Dissolution Of Corporation, Harry T. Baumann
Corporations-Shareholders-Right To Bring Personal Action After Dissolution Of Corporation, Harry T. Baumann
Michigan Law Review
Plaintiff stockholder brought a personal action against the president and majority stockholder for fraudulent conversion of money and property of a corporation dissolved prior to the start of plaintiff's suit. A statute provided that a dissolved corporation could sue to recover on a corporate right of action. Defendant's demurrer was sustained. On appeal, held, affirmed. An action to enforce corporate injuries cannot be maintained by a stockholder in his own name, even though the corporation has been dissolved. Ruplinger v. Ruplinger, (Neb. 1951) 48 N.W. (2d) 73.
Corporations-Officers And Directors--"Corporate Opportunities" Doctrine, Thomas P. Segerson S.Ed.
Corporations-Officers And Directors--"Corporate Opportunities" Doctrine, Thomas P. Segerson S.Ed.
Michigan Law Review
Plaintiff corporation brought a bill in equity for an accounting of profits arising from an alleged breach of fiduciary duty by defendant, a former officer and director. The alleged breach consisted of defendant's action in procuring a contract for the manufacture of a saw sharpening machine for the X corporation, wholly owned by him, without disclosing such facts to his associate directors of plaintiff corporation. Plaintiff corporation was engaged in the manufacture of polishing machines, while the X corporation manufactured lawn mowers. At the time of the contract, defendant "knew that ... [plaintiff corporation] desired to enlarge its field of …