Law Commons^™

Fifteen-Year Survey Of Corporate Developments, 1944-1959, Miguel A. De Capriles

Vanderbilt Law Review

The foregoing survey, it is believed, amply demonstrates the kaleidoscopic variety of the corporate developments of the past fifteen years, even though for obvious reasons much of the detail has had to be omitted. General conclusions are difficult to draw. It seems likely that the success of capitalist enterprise in this, period and the self-imposed improvement in standards of corporate. Fanchon & Marco, Inc. v. Paramount Pictures, 202 F.2d 731 (2d Cir. management have retarded the underlying trend toward expansion of the role of government in the regulation of economic affairs. There has been no occasion for new dramatic statutory …

New Books And Recent Scholarship, F. Hodge O'Neal, Jordan Derwin, C. Edwin Chapman, Jr.

Vanderbilt Law Review

The years since World War II have brought extensive developments in the field of corporation law and practice. Many states have enacted a completely new corporation statute' or a new blue sky law. At the same time, "federal corporation law" and federal securities regulation have grown substantially. Legislatures and courts in many states have given some recognition to the distinctive problems of the close corporation. A number of highly publicized proxy fights have spurred developments in the law applicable to the proxy system. Some courts have enunciated interesting legal principles applicable to the sale of corporate control. And just last …

Initial Capitalization And Financing Of Corporations, Chester Rohrlich

Vanderbilt Law Review

Since one of the varied uses to which stock purchase options maybe put is as a means of raising, or facilitating the raising, of capital, we deem it appropriate to direct attention to them. Like so many instrumentalities, they are subject to abuse and raise some difficulties, but used honestly and with discretion, they do represent a means (a) of compensating promoters and underwriters and retaining their continuing interest in the financial success of the corporation, (b) of adding speculative attraction to the security with which it is issued, or, less frequently, (c) of raising funds by direct and independent …

Constitutional Law - Due Process - Retroactive Application Of Uniform Principal And Income Act, Thomas E. Kauper S.Ed.

Michigan Law Review

The trustee of a trust created prior to the 1957 enactment of the Uniform Principal and Income Act petitioned for instructions as to whether a stock dividend received by it subsequent to the passage of the act should be allocated to principal or income. The Uniform Act provides a rule for the treatment of stock dividends contrary to the judicial rule previously adopted in Wisconsin, and is expressly made applicable to trusts existing on its date of enactment. The county court, finding the act could not be constitutionally applied to trusts created prior to its enactment, ordered the allocation of …

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.

Creditors' Rights And Security Transactions--1959 Tennessee Survey, Forrest W. Lacey

Vanderbilt Law Review

There were few cases of interest in the period under survey. Rone Jewelry Company v. Conley' presented the question of what constitutes "willful and malicious injuries to the property of another" within the meaning of section 17 of the Bankruptcy Act. A debt of this character is not released by a discharge in bankruptcy.

In the instant case the defendant had purchased silverware and a ring from plaintiff under a title retention contract. Defendant then sent the property to his mother in New Jersey. Following a discharge in bankruptcy granted to the purchaser, the seller brought action against the purchaser.

Trusts - Construction - Distinction Between "Stock Dividends" And "Stock Spit" For Allocation Purposes, Roger W. Findley S.Ed.

Michigan Law Review

In 1918 a settlor created two identical trusts, the corpus of each consisting of 300 shares of General Electric no-par common stock. The income was to go to life beneficiaries, and at their deaths the principal was to revert to the settlor or his residuary estate. The trust instrument directed the trustee to transfer to the settlor or his executor, "free of all trusts hereby created, any and all stock dividends .... " In 1954 the corpus of each trust included 1200 shares of G.E. no-par stock with a stated value of $6.25 per share, there having been two stock …

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 …

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.

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

Faculty Scholarship

No abstract provided.

Securities Exemptions For Small Corporations, Leonard Lane

Cleveland State Law Review

A subject of growing importance to the small corporation is its ability to qualify for one or more of the exemptions provided for in the Securities Act of 1933 and the exemptions provided for in the securities statutes of the various states.

Book Review, Leonard Lane

Cleveland State Law Review

Reviewing Louis Loss and Edward M. Cowett, Blue Sky Law, Little, Brown & Co., 1958

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 …

Choka: An Introduction To Securities Regulation, Laylin K. James

Michigan Law Review

A Review of An Introduction to Securities Regulation. By Allen D. Choka