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Full-Text Articles in Law
Municipal Corporations-Circumventing Municipal Debt Limitations, Joseph F. Gricar S.Ed.
Municipal Corporations-Circumventing Municipal Debt Limitations, Joseph F. Gricar S.Ed.
Michigan Law Review
Since municipalities are frequently indebted to the permissible extent of the constitutional, statutory, and charter debt limitations, they are constantly seeking methods of finance which avoid the debt limits. Three devices have received judicial sanction. First: Where a separate and distinct. corporation such as a school or drain district has been created it may operate with a separate debt limit over the same territory as the governing municipality. Second: Where the project to be financed is income-producing, the financing bond issue, if made self-liquidating, will not Gome within the debt limitations. Although incorporated authorities have been extensively used to administer …
Corporations --Voting Trusts -- Non-Compliance With Statute As A Basis For Judicial Termination, Joseph R. Brookshire S.Ed.
Corporations --Voting Trusts -- Non-Compliance With Statute As A Basis For Judicial Termination, Joseph R. Brookshire S.Ed.
Michigan Law Review
It is not the purpose of this comment to discuss the history of the voting trust, to recapitulate the controversy over its legality, or to examine the many grounds for termination of the trust. It is sufficient to say that in all but perhaps three states this important business device has been made legal by statute or by judicial decision. We are here concerned with finding the degree of statutory compliance necessary in order that the voting trust will be sustained.
Corporations-Extent Of Powers To Dispose Of Property In Winding Up Its Affairs Under Statutes Extending Corporate Existence, Joseph R. Brookshire S.Ed.
Corporations-Extent Of Powers To Dispose Of Property In Winding Up Its Affairs Under Statutes Extending Corporate Existence, Joseph R. Brookshire S.Ed.
Michigan Law Review
According to the common law a dissolved corporation ceased to exist for all purposes. Whether the dissolution was voluntary or involuntary, the effect of the dissolution was to deprive the corporation of all powers either de jure or de facto. It was necessary, therefore, that corporations facing dissolution proceed without delay toward a final liquidation and distribution of assets. Disregarding the old theory that personal property of dissolved corporations escheated to the state, and that its real estate reverted to the original granter or his heirs, and that debts due the corporation were extinguished, it is still apparent that hurried …
Statutes - Unincorporated Association As A "Person" Under The Liquor And Sales Acts, Felicia I. Hmiel
Statutes - Unincorporated Association As A "Person" Under The Liquor And Sales Acts, Felicia I. Hmiel
Michigan Law Review
In 1939 the International Workers Order, an unincorporated association, had a picnic and dispensed beer through its secretary to its members without charge. The association had not obtained a license to sell beer. The secretary, defendant herein, was arrested and tried for violation of the Liquor Control Act, which made it a misdemeanor for a person to sell liquor without a license. Held, that an unincorporated association is not a person within the meaning of the statute, and therefore there was no sale. People v. Budzan, 295 Mich. 547, 295 N. W. 259 (1940).
Corporations - Preincorporation Contracts Of Promoters And Incorporators - Effect Of Statute On Personal Liability Of Incorporators, Roy L. Rogers
Corporations - Preincorporation Contracts Of Promoters And Incorporators - Effect Of Statute On Personal Liability Of Incorporators, Roy L. Rogers
Michigan Law Review
It seems difficult to draw such a conclusion directly from the terms of the statute. Indeed, the section is not very definite as to the liability either of the incorporators or of the corporation on contracts of the designated class. However, in Hart Potato Growers' Association v. Grenier, it was intimated that this section made the corporation liable upon the contracts of the incorporators immediately upon incorporation. Toward this conclusion certain provisions of the section are rather persuasive. The clause providing that all property held by the incorporators for the benefit of the corporation shall be deemed to be …
Corporations-State Privilege Taxes-Valuation Of Property To Determine Surplus
Corporations-State Privilege Taxes-Valuation Of Property To Determine Surplus
Michigan Law Review
Various bases have been evolved in this country for computing corporation privilege taxes. Of special interest is the fact that seven states have made corporate surplus together with capital the basis for such taxes - Louisiana, Michigan, Mississippi, Missouri, North Carolina, Ohio, and Texas. The statutes of these states adopt either the gross value or the net value of the assets of corporations as the foundation of the tax, depending upon whether or not liabilities may be deducted. In fixing the amount of such a tax, some valuation of corporate property to determine the corporation's surplus is necessary.
Corporations -Liability Of Broker On Misleading Circulars
Corporations -Liability Of Broker On Misleading Circulars
Michigan Law Review
The possibilities of civil and criminal liability under the recent Securities Act of 1933 and the Securities Exchange Act of 1934 have caused considerable fear to those business groups which take part in the business of issuing and transferring corporate securities. The federal acts do subject the vendor of securities who induces sales by means of false or misleading prospectuses and circulars to a possibility of civil liability which was not present under the common law. In a recent Michigan case, the court reached substantially the objectives sought by these acts by applying the existing rules of common law in …
Corporations-Qualifications Of Officers-Effect On Existing By-Laws Of Change In Statute
Corporations-Qualifications Of Officers-Effect On Existing By-Laws Of Change In Statute
Michigan Law Review
Corporate by-laws adopted under and following Act No. 84, Michigan Public Acts of 1921, required that directors be chosen from stockholders, the positions to become vacant should the directors dispose of their stock. In 1931 the statute was changed, now reading that "directors . . . need not be shareholders unless the articles so provide." The by-laws were not altered. Qualified directors subsequently disposed of their stock and petitioned the chancery court under the statute for dissolution of the corporation and appointment of a receiver. Appealing from an order granting that petition, creditors and stockholders of the corporation contended that …
Corporations - Duty Of Director To Stockholder On Stock Exchange Sales
Corporations - Duty Of Director To Stockholder On Stock Exchange Sales
Michigan Law Review
The recent case of Goodwin v. Agassiz presents the problem of the duty owed by a director to existing and prospective stockholders in its most typical and difficult form. The defendants were president and general manager, respectively, as well as directors of the Cliff Mining Corporation which owned mineral lands in Northern Michigan. The stock of the corporation was listed on the Boston Stock Exchange. The defendants in their capacity of directors had knowledge of a geologist's report which forecast possible existence of copper deposits in the corporation's lands. The defendants were also directors of another mining corporation owning lands …
Bills And Notes - Holders In Due Course - Notice To A Corporation
Bills And Notes - Holders In Due Course - Notice To A Corporation
Michigan Law Review
The plaintiff, as assignee of certain negotiable bonds, brought replevin to recover the same from the defendant who had acquired them as collateral on certain loans made to the thieves. The plaintiff proved that blanket notices of the theft had been sent to a number of banks, including the defendant bank, before the bonds were accepted as collateral, thereby raising a presumption that the notice was received by the mailing clerk of the bank. The officers of the defendant trust company denied having seen the notice or having knowledge of it at the time of the acceptance. Held, since …
Adverse Possession-Possession By Church Corporation
Adverse Possession-Possession By Church Corporation
Michigan Law Review
This was an action in ejectment. The defendant, a church corporation, claimed title to the land in question, which adjoined the church, by virtue of adverse possession. Held, that the rule that a corporation can show possession only by proving formal corporate acts is inapplicable to a church organization, members of which constitute the corporation, and that the acts of the members of the church in using this property to park cars on, for social purposes, etc., were, in effect, corporate acts of the church so as to vest title in that organization. Davy v. Trustees of Protestant Episcopal …
Corporations-Tax Upon Extension Or Renewal Of Corporate Term
Corporations-Tax Upon Extension Or Renewal Of Corporate Term
Michigan Law Review
Plaintiff, its period of corporate existence expiring in May, 1929, proceeded to extend its life, as provided by law, for another 30 years. The general corporation statute required a corporation, upon filing its annual report, to pay a privilege fee for exercising its franchises. It provided, however, that if the corporation was organized in the instant year between January 1 and August 31, it need pay only a filing fee and a privilege fee of ten dollars. By amendment in 1929, it was declared that a corporation seeking extension of corporate existence "should be regarded as a new corporation for …
Fidelity Bonds-Does It Pay To Renew Them?
Fidelity Bonds-Does It Pay To Renew Them?
Michigan Law Review
The question is raised by a recent Michigan case, in which the facts are apparently illustrative of a normal practice in modern business. The employer purchases a fidelity bond to indemnify him against loss arising from the financial misconduct of one of his employees. The premium pays for protection, for the year 1928, to the amount of $5,000. A year later payment of a premium of the same amount results in his receiving a "renewal" or "continuation certificate." 'What is the legal, and what the practical, effect of the renewal?
Corporations-Default In Filing Annual Report
Corporations-Default In Filing Annual Report
Michigan Law Review
Several thousand corporations, domestic and foreign, organized for profit, doing business in Michigan, were startled by the decision of the supreme court of the state handed down in October, in the case of Mishke v. Eddy Realty Co. (not yet reported).
Trust Company In Michigan, Ralph Stone
Trust Company In Michigan, Ralph Stone
Michigan Law Review
A trust company in Michigan is a financial and business institution. It came into being, in this state -as elsewhere, in response to the need for an efficient and business-like organization to administer estates and trusts of all kinds as a relief to the individual executor, administrator and trustee. The ever -increasing complications of business and finance placed a burden upon the individual- the relative, the friend, or the business associate-which he found he could not carry without considerable sacrifice either to his own interests or to those of the trust. Those who create trusts either by will, or private …