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Full-Text Articles in Law
Corporations--Amendment Of By-Laws By Custom, Cornelia Groefsema S.Ed.
Corporations--Amendment Of By-Laws By Custom, Cornelia Groefsema S.Ed.
Michigan Law Review
In an application for a preliminary injunction to prevent stockholders from exercising their rights of ownership until there had been a determination whether such stock should be cancelled because issued without corporate authorization, the success of the petitioner depended upon whether a quorum of the directors was present at the meeting authorizing its issuance. This in turn depended upon whether the by-law requiring a board of directors of ten members had been amended by custom to require only seven. For the four years preceeding the meeting at which the stock was authorized, during which time, however, there were neither directors' …
Corporations-Sale Of All Or Substantially All Of Corporate Assets-Effect Of Modern Statutes, P. F. Westbrook, Jr. S.Ed.
Corporations-Sale Of All Or Substantially All Of Corporate Assets-Effect Of Modern Statutes, P. F. Westbrook, Jr. S.Ed.
Michigan Law Review
Modern general corporation acts commonly provide that a sale of all or substantially all of the assets of a corporation organized thereunder may be authorized by the affirmative vote of a specified proportion of the outstanding shares and made upon such terms as the board of directors shall deem expedient and for the best interests of the corporation. Since this sale provision usually stands apart from the dissolution or winding-up process authorized in the same acts, a legislative intent to govern all voluntary sales, not actually incident to dissolution by the terms of the statute would seem to be clear. …