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Full-Text Articles in Law
Too Vast To Succeed, Miriam H. Baer
Too Vast To Succeed, Miriam H. Baer
Michigan Law Review
If sunlight is, in Justice Brandeis’s words, “the best of disinfectants,” then Brandon Garrett’s latest book, Too Big to Jail: How Prosecutors Compromise with Corporations might best be conceptualized as a heroic attempt to apply judicious amounts of Lysol to the murky world of federal corporate prosecutions. “How Prosecutors Compromise with Corporations” is the book’s neutral- sounding secondary title, but even casual readers will quickly realize that Garrett means that prosecutors compromise too much with corporations, in part because they fear the collateral consequences of a corporation’s criminal indictment. Through an innovation known as the Deferred Prosecution Agreement, or DPA, …
Three Problems (And Two Solutions) In The Law Of Partnership Formation, Shawn Bayern
Three Problems (And Two Solutions) In The Law Of Partnership Formation, Shawn Bayern
University of Michigan Journal of Law Reform
This Article considers several foundational questions concerning the formation of general partnerships, a topic that has received little modern attention and that is governed largely by classical axioms rather than adaptive modern considerations. Its three main topics concern (1) the timing of partnership formation, (2) the aggregation of multiple distinct questions under the single heading of “partnership formation,” and (3) the rarely challenged proposition that general partners ought to be liable for partnership obligations, a doctrine that is surprisingly at odds with the rest of modern business-entity law.
Bankruptcy- Preferred Stockholders As Creditors For Accrued Dividends Under Section 77b Of The Bankruptcy Act
Michigan Law Review
Preferred stockholders were "beguiled" into purchasing their stock, and paid, as part of the subscription price, for accrued dividends at the rate of 6 per cent per annum from June 1, 1933, to the date of their respective subscriptions, upon the "virtual promise of refund" on December 1, 1933, the next dividend date. No dividend was declared or paid. Such stockholders seek to file a petition for the reorganization of the corporation under Section 77B of the Bankruptcy Act as "creditors" within the meaning of the word as employed in that section. Held, they are "creditors" within the meaning …
Corporations-Tort Liability Of Independent Taxi Owners' Associations
Corporations-Tort Liability Of Independent Taxi Owners' Associations
Michigan Law Review
(a) In order to meet the competition of the large taxicab companies a number of taxi drivers owning their own cabs join together to advertise under a common name, establish a more efficient phone service, and secure the benefits of large-scale garage service. For this purpose a non-profit-sharing corporation is organized, to the expenses of which each driver contributes initiation fees and dues. (b) In order to avoid the liabilities which attend the ownership of cars one of the large taxi companies sells its cabs to the drivers. The drivers now pay the company a certain compensation in "dues" for …
Damages-Apportionment Of Punitive Damages In An Action Against Agent And Corporation Jointly
Damages-Apportionment Of Punitive Damages In An Action Against Agent And Corporation Jointly
Michigan Law Review
The recent South Carolina case of Johnson v. Atlantic Coast Line R. Co., presents, it is submitted, an undesirable extension of the rule announced in Goddard v. Grand Trunk R. Co. The latter decided that a corporation or principal is liable in punitive damages for a malicious act of its agent committed in the course of, or in connection with, his duties or employment. The prevailing opinion seems to be that the principal is liable (in exemplary damages) only when he has authorized, participated in, or ratified the act of the agent. or was negligent in the selection of …