Law Commons^™

The Corporate Guaranty, Arthur M. Kreidmann

Vanderbilt Law Review

Corporate business, with increasing frequency, is conducted through subsidiary and affiliated corporations. Normally, one or two of the entities in a multi-corporate enterprise enjoy a highly rated credit standing. The remaining corporations, engaged in selling, marketing, maintenance, or other functional activities, are often under-capitalized and cannot alone develop their credit resources. Similarly, many businesses which fall without the pale of the parent-subsidiary-affiliate relationship are commercially interdependent and can operate only with the aid of a corporation whose credit position is strong. Material men and contractors, manufacturers and suppliers, sellers and customers typify such relationships connoting a business nexus.

Stock Options And Other Executive Incentive Arrangements, Charles W. Steadman

Vanderbilt Law Review

The immense economic expansion and changes of the post-war period have generated numerous problems. In American business a major product of this is to be found in the difficulty of developing and maintaining the reservoir of executive talent at levels sufficiently high that managerial functions can continue to be performed with an advanced degree of efficiency. The shortage of qualified executives has been widely reported. The competition for those available is intense and increasing.

Unfortunately, it would seem that at the very time the need is greatest the normal incentives for an individual to assume major executive status have been …

Business Associations--1959 Tennessee Survey, F. Hodge O'Neal

Vanderbilt Law Review

The Eighty-first General Assembly enacted a considerable number of significant statutes affecting business organizations or their activities. One of the new statutes made important changes in the Securities Law of 1955. Several of the statutes were designed, or at least professed to be designed, to encourage the commercial and industrial development of Tennessee. On the other hand, Tennessee courts handed down during the survey period only two or three opinions touching on business associations questions, and those questions were of but little importance. In general, this article discusses the statutes first, then the judicial decisions.

Corporation Law, J. Gordon Gose

Washington Law Review

Covers the Massachusetts Trust Act of 1959 and the Securities Act of Washington.

Impact Of Recent Tax Stimulants On Modest Enterprises, L. Hart Wright, Jerome B. Libin

Michigan Law Review

The recession year 1958 found Congress in a mood to "aid and encourage small business" through more favorable tax treatment. The thrust of the ensuing legislation touched in varying degrees the whole life span of a modest enterprise, from organization through liquidation. The focus here, however, will be confined to a consideration of the practical impact of the recent statutory changes on the organizational and ordinary operational phases of such a business.

Setting The Price In An Close Corporation Buy-Sell Agreement, David Keith Page

Michigan Law Review

The stockholders of a close corporation may consider it important to keep control of the business "within the family." This can be accomplished through a restrictive agreement, typically one which gives the corporation or the remaining stockholders a first option to purchase the shares of any departing stockholder. The original owners may also wish to guarantee themselves a ready purchaser for their stock when they die or leave the business. This second objective can be attained by adopting a restrictive agreement which places an obligation on the departing stockholder to sell to the corporation or to the surviving stockholders, who …

Trusts - The Fiduciary Aspects Of Estate Corporations, John P. Williams S.Ed.

Michigan Law Review

It is the purpose of this comment to examine the existing law with regard to estate corporations, in the hope of providing a guide for persons contemplating contact with them.

Vangel V. Vangel, Jesse W. Carter

Jesse Carter Opinions

Judgment in favor of the remaining partners in their dissolution action was affirmed where the decision of the trial court in determining the amount of compensation the faulty partner was entitled to was supported by substantial evidence.

Federal Taxation - Tax Aspects Of Corporate Buy And Sell Agreement, Joel D. Tauber S.Ed.

Michigan Law Review

It is the purpose of this comment to consider the tax problems connected with both types of "conventional" corporate buy and sell agreements. It should be recognized, however, that there are many questions of local law and business necessity that also exert influence on the use of such agreements.

Partnership Realty And Its Treatment Under The Uniform Partnership Act - Vlamis V. De Weese, Russell W. Shipley

Maryland Law Review

No abstract provided.

Fractional Corporate Shares, W. Lewis Roberts

Kentucky Law Journal

No abstract provided.

The Constructive Receipt Of Dividends: Part Iii, William Charles Brafford

Kentucky Law Journal

No abstract provided.

Remuneration Of Officers And Directors Of Listed California, Florida, Ohio, And Virginia Corporations, M. Minnette Massey, Frank D. Emerson

Articles

No abstract provided.

Book Review, Melvin M. Roberts

Cleveland State Law Review

Reviewing Howard L. Oleck, Modern Corporation Law, Vol. 1, Bobbs-Merrill Publishing Company, Inc., 1958

Revival Of Corporation Terminates Agent's Liability On Post Forfeiture Contract - Marsh Furniture Company V. Solomon, Stephen M. Ehudin

Maryland Law Review

No abstract provided.

Oppugnancy And Oppression In Close Corporations: Remedies In America And In Britain, F. Hodge O'Neal

Faculty Scholarship

No abstract provided.

Business Associations—1959 Tennessee Survey, F. Hodge O'Neal

Faculty Scholarship

No abstract provided.

Shareholder Proxy Fight Expenses, Lawrence D. Stifel

Cleveland State Law Review

Participation in the selection of directors of publicly held corporations requires expression through a proxy statement and involves costs of solicitation. Case decisions have firmly established management's right to use the corporate treasury for the proxy costs of a statement of its slate of candidates for directors, the rationale being that management and incumbent directors have a positive duty to inform the shareholders and to encourage voting. Dissident shareholder groups, on the other hand, have normally been required to bear their own proxy expenses. Recent case law has permitted successful insurgent stockholders to gain reimbursement of their proxy expenses from …

Book Review, Robert L. Lewis

Cleveland State Law Review

Reviewing Howard L. Oleck, Modern Corporation Law, Vol. 2, Management of the Corporation, Bobbs-Merrill Co., Inc., 1959

Corporations - Compensation Of Management - Bonus Plan, Sidney Buchanan

Michigan Law Review

Defendant corporation's board of directors adopted a profit-sharing retirement plan which was never ratified by the shareholders. The plan assigned to key employees "units" having a fixed dollar value equal to the current market value of the corporation's common stock. The company promised to pay each unit holder, upon termination of employment, a sum equal to the number of units held times the increase in market value of the stock from the time the units were issued to the date employment terminated or any date within five years thereafter selected by the employee. The right of each unit-holder to receive …

Municipal Corporations - Zoning - Disqualification Of Councilman For Personal Interest, Joel N. Simon

Michigan Law Review

An amendatory zoning ordinance was enacted by the city council of Miami Beach for the purpose of changing the zoning of an extensive area fronting on the Atlantic Ocean from a private residential to a hotel district. The amendment received the required affirmative votes of five of the seven members of the council, including the vote of one councilman who owned land in the area affected by the amendment which would be increased in value by $500,000 because of the zoning change. Plaintiffs, owners of near-by property, filed suit in the circuit court to have the amendatory ordinance declared invalid …