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Articles 1 - 19 of 19
Full-Text Articles in Law
Corporations-Appraisal Statutes-Time Within Which Demand For Appraisal Must Be Made, Myron J. Nadler S.Ed.
Corporations-Appraisal Statutes-Time Within Which Demand For Appraisal Must Be Made, Myron J. Nadler S.Ed.
Michigan Law Review
A resolution to merge the corporation in which plaintiff held shares with defendant corporation was adopted by the shareholders over plaintiff's objection. Eight days later, plaintiff made written demand on defendant corporation for payment of the fair value of his shares. The statute required that such demand be made upon the surviving corporation "within twenty days after the merger . . . was effected," and provided that a merger became effective upon issuance of a certificate of merger by the Department of State. The articles of merger were not promptly filed and the certificate of merger did not issue until …
Corporations - Liability Of Directors For Failure To Enforce Corporate Right By Section 16b Of Securities Exchange Act, Bernard Goldstone
Corporations - Liability Of Directors For Failure To Enforce Corporate Right By Section 16b Of Securities Exchange Act, Bernard Goldstone
Michigan Law Review
Plaintiff brought a stockholder's derivative suit against the directors of X corporation, alleging that they wilfully failed to demand short term profits made in the sale of the corporation's securities by an officer of the corporation. These profits were recoverable by the corporation pursuant to section 16B of the Securities Exchange Act of 1934. Plaintiff further alleged that as a result of the directors' failure to sue, the statute of limitations barred recovery of these profits, giving rise to a common law action against the directors for waste. Defendants moved to dismiss. Held, motion granted. Directors were not liable …
Corporations-Application Of Statutes Requiring That Corporate Business Be Managed By Board Of Directors, Bernard L. Trott
Corporations-Application Of Statutes Requiring That Corporate Business Be Managed By Board Of Directors, Bernard L. Trott
Michigan Law Review
In 1942, X corporation and its stockholders entered into an agreement whereby it was stipulated that the management of all theatres leased or operated by the X corporation, or any subsidiary thereof, would be placed in the hands of Y corporation, a large stockholder. This power of management was to include supervising and directing the buying and booking of all attractions, designating and changing the entertainment policy, hiring and discharging employees, and carrying out "such policies or projects as the Board of Directors of the Tenant or its subsidiaries may approve." This agreement was to be effective for a period …
Corporations-Redeemable Stock-Fiduciary Duty Of Directors, Leroy H. Redfern S.Ed.
Corporations-Redeemable Stock-Fiduciary Duty Of Directors, Leroy H. Redfern S.Ed.
Michigan Law Review
A federal district court judge introduced an opinion on the fiduciary obligation of corporate directors by stating that "the doctrine of the fiduciary relation is one of the most confused and entangled subjects in corporation law." In Zahn v. Transamerica Corporation the fiduciary duties of corporate directors were discussed extensively by the Third Circuit Court of Appeals. The court not only failed to terminate the confusion and clear the entanglement but may well have added to it by using the fiduciary concept in a new field.
Corporations - Proxy Statement - Necessity For Disclosure Of Alternative Plans And Of Motive In Solicitation, J. R. Mackenzie
Corporations - Proxy Statement - Necessity For Disclosure Of Alternative Plans And Of Motive In Solicitation, J. R. Mackenzie
Michigan Law Review
The management of a corporation solicited proxies to support a proposed recapitalization plan, submitting data from which the inference could be drawn that the plan was designed to perpetuate the management. A stockholder sued to enjoin the holding of a special meeting and the use of the proxies obtained, on the grounds that failure to present possible alternatives to the proposed plan and failure to state that its purpose was to perpetuate the management were violations of Rule X-14A-5 of the Securities and Exchange Commission. Held, injunction denied. Doyle v. Milton, (D.C. N.Y. 1947) 73 F. Supp. 281.
Partnership-Effect Of Provision That Executor Of Deceased Partner Shall Continue Partnership As Partner, Irving Slifkin S.Ed.
Partnership-Effect Of Provision That Executor Of Deceased Partner Shall Continue Partnership As Partner, Irving Slifkin S.Ed.
Michigan Law Review
In a recent decision the Wisconsin Supreme Court upheld the validity of a provision in a partnership agreement to the effect that the personal representative of the deceased partner should continue the business as a partner, and also stated: "There is no doubt that a partner may provide by his will that the partnership shall continue notwithstanding his death." The deceased partner by his will gave to his executor broad discretionary powers of sale over all of his property. To his widow the deceased partner bequeathed a share of his interest in the partnership business. The executor of the deceased …
Corporations-Residence Of Domestic Corporation For Purpose Of Venue Established By Location Fixed In Articles Of Incorporation, John M. Veale S.Ed.
Corporations-Residence Of Domestic Corporation For Purpose Of Venue Established By Location Fixed In Articles Of Incorporation, John M. Veale S.Ed.
Michigan Law Review
M Village in which D corporation conducted its business was partially in X County and partially in Y County. The county line bisected the village close to D's location, and in filing its articles of incorporation D had designated M Village, Y County as its residence. In fact, D's property and office were located is X County and when P began a suit against it in Y County, D moved to dismiss upon the ground that under the applicable statute D could be sued only in the county where it resided. P argued that D had at least …
Corporations-Receivership Or Dissolution Of Solvent Corporation At Suit Of Minority Stockholder-Dissension As A Ground For Relief, Charles M. Soller
Corporations-Receivership Or Dissolution Of Solvent Corporation At Suit Of Minority Stockholder-Dissension As A Ground For Relief, Charles M. Soller
Michigan Law Review
A and B owned 50 per cent of the stock in each of two solvent corporations, and Y and Z owned the remaining 50 per cent. Y was president and director of each company, Z was secretary and director, and B was vice-president and director. A's testator had been treasurer and director until his death. A and B brought suit against Y and Z and the corporations, seeking an equity receivership and liquidation and distribution of corporate assets. The complaint alleged that the two factions had been in dispute for five years, that Y had assumed exclusive control of …
Corporations - Certificate Of Amendment Conferring Voting Rights On Outstanding Preferred Stock-Remedy Of Non-Assenting Common Stockholder Under New York Appraisal Statute, Edwin F. Uhl S.Ed.
Corporations - Certificate Of Amendment Conferring Voting Rights On Outstanding Preferred Stock-Remedy Of Non-Assenting Common Stockholder Under New York Appraisal Statute, Edwin F. Uhl S.Ed.
Michigan Law Review
By amendment of its certificate of incorporation, defendant conferred upon its outstanding preferred stock voting rights equal to those of the common. This alteration reduced the voting interest of the plaintiff's fifty shares of common stock from an approximately 1/33,000 to 1/36,000 part. Plaintiff, who at all times had opposed adoption of the amendment, instituted proceedings under a provision of the New York Stock Corporation Law awarding to dissenting stockholders the right to an appraisal of and payment for their stock "if the certificate . . . abolishes any voting right of the holders of shares of any class or …
Holzman: Corporate Reorganizations, Michigan Law Review
Holzman: Corporate Reorganizations, Michigan Law Review
Michigan Law Review
A Review of CORPORATE REORGANIZATIONS. Their Federal Tax Status. By Robert S. Holzman.
Corporations-Voluntary Dissolution - Rights Of Minority Stockholders, Bayard E. Heath S.Ed.
Corporations-Voluntary Dissolution - Rights Of Minority Stockholders, Bayard E. Heath S.Ed.
Michigan Law Review
The directors of defendant, a New Jersey corporation, in an effort to effect corporate tax savings and simplification of operations, submitted the following plan to its shareholders: Defendant was to sell all of its operating assets to X, a Pennsylvania corporation which had been formed by the directors and was to receive as consideration all of the capital stock of X. Then defendant was to be dissolved and X's stock and any corporate surplus was to be distributed to the stockholders. The necessary two-thirds majority of the stockholders, as required by statute, voted to sell the operating …
Joint Adventure--Right Of Co-Adventurers To Sue Each Other At Law, Ralph J. Isackson
Joint Adventure--Right Of Co-Adventurers To Sue Each Other At Law, Ralph J. Isackson
Michigan Law Review
Plaintiff and defendants, joint adventurers, entered into an agreement whereby plaintiff was allegedly entitled to a cash payment from the funds of the joint undertaking. Plaintiff brought an action against defendants to recover the amount claimed. Neither party requested termination of the business. The trial court ordered a reference for accounting and then, without terminating the joint adventure, found that plaintiff was entitled to be paid out of the assets of the joint adventure as agreed. On appeal, held, reversed. As plaintiff and defendants were joint venturers it was necessary to have a termination of the joint adventure and …
Corporations-Insolvency-Corporate Officers As Preferred Wage Claimants, E. C.V. Greenwood
Corporations-Insolvency-Corporate Officers As Preferred Wage Claimants, E. C.V. Greenwood
Michigan Law Review
A closed corporation, soon after its formation, executed an assignment for the benefit of creditors. One of the large creditors objected to a preferred wage claim allowed by the assignee to a vice-president and director of the assignor, the officer who had in fact been instrumental in executing the assignment. The claim was for wages amounting to two hundred fifty dollars for alleged manual work for the assignor prior to the assignment and was granted by the assignee on the theory that preferential treatment was authorized by the New York debtor and creditor statutes. The applicable statute reads as follows: …
Corporations-Stockholder's Derivative Suit-Liability Of Dirrectors For Acts In Labor Dispute, William J. Schrenk
Corporations-Stockholder's Derivative Suit-Liability Of Dirrectors For Acts In Labor Dispute, William J. Schrenk
Michigan Law Review
Plaintiff, for himself and all other stockholders of R corporation similarly situated, brought action against the directors of the corporation, alleging that they had caused the dismantling and removal of corporate factories and the curtailment of production, that great loss to the corporation had been caused thereby, and that these things were done solely to discourage and punish the corporation's employees by removing hope of re-employment. Defendants moved to dismiss the complaint for failure to state a cause of action. The trial court denied the motion. The appellate division reversed, stating that the complaint showed only a reasonable exercise of …
Taxation -Family Partnerships-Capital "Originating" With The Wife, Bayard E. Heath S.Ed.
Taxation -Family Partnerships-Capital "Originating" With The Wife, Bayard E. Heath S.Ed.
Michigan Law Review
In 1937 petitioner, P, gave his wife and sister each $2500 worth of stock in X Corporation. In 1940 he and A formed a partnership unrelated to the business of X corporation. Later in the year they decided to incorporate this partnership. Meanwhile, P desired to obtain all of the stock of X in order to take advantage of an opportunity to sell it to other interests at a substantial profit. His wife and sister gave him their shares in X for his promise to give them shares in the new corporation formed from the partnership of P and …
Corporations-Appraisal Statutes-Demand By Dissenting Shareholder For Cash Value Of His Shares, William J. Schrenk
Corporations-Appraisal Statutes-Demand By Dissenting Shareholder For Cash Value Of His Shares, William J. Schrenk
Michigan Law Review
Plaintiff shareholder, who dissented from a plan to sell all of defendant corporation's assets, sued under the Ohio statute to obtain appraisal of his shares. At plaintiff's request, an objection to the sale and a demand for the cash value of his shares was served upon defendant by his, attorney. Although the demand was made within the required period after the shareholders' meeting at which the plan was accepted, the trial court refused to allow appraisal on the ground that plaintiff did not make the demand personally and had not notified the corporation that his attorney was authorized to act …
Corporations-Effect Of Merger Upon Apparent Rights Of Stockholders Under Preferred Stock Contracts, Charles M. Soller S.Ed.
Corporations-Effect Of Merger Upon Apparent Rights Of Stockholders Under Preferred Stock Contracts, Charles M. Soller S.Ed.
Michigan Law Review
It is the purpose of this comment to examine the effect of merger upon some of the provisions of the preferred stock contract.
Corporations-Derivative Suits-Who Is A Shareholder Under Federal Rule 23 (B), Kent Chandler, Jr.
Corporations-Derivative Suits-Who Is A Shareholder Under Federal Rule 23 (B), Kent Chandler, Jr.
Michigan Law Review
Plaintiff brought suit in a federal district court to enforce the rights of defendant, an Illinois corporation, to monies allegedly embezzled by its president and to certain shares of stock allegedly issued to him illegally. The complaint alleged that plaintiff, a Delaware corporation, "is now and has been at all times hereinafter complained of the owner of 6538 shares of the common stock of . . . defendant herein." Defendant, showing by affidavit that plaintiff had never been a shareholder of record, moved to dismiss the complaint for failure to meet the requirements of federal rule 23 (b). The court …
Corporations-Derivative Stockholders' Suits-Standing Of Subsequent Transferee Of "Tainted Shares", L. K. Cooperrider
Corporations-Derivative Stockholders' Suits-Standing Of Subsequent Transferee Of "Tainted Shares", L. K. Cooperrider
Michigan Law Review
In a derivative suit the plaintiff, a minority stockholder, sought an accounting by officers and directors for salaries he alleged they had illegally caused the corporation to pay to themselves. The defendants' answer averred that all the alleged wrongful acts complained of occurred before the plaintiff acquired his stock, and that his vendor had acquiesced. It appeared from the record that the plaintiff's vendor had been an officer in the corporation prior to the time when the payments complained of occurred; that during his incumbency he had himself received payments similar to those in question, and that at a stockholders' …