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Articles 1 - 11 of 11
Full-Text Articles in Law
Stock Received In Lieu Of Salary By Stockholder-Employees Whose Proportionate Interest Remains Unchanged Is Taxable Income--Commissioner V. Fender Sales, Inc., Michigan Law Review
Stock Received In Lieu Of Salary By Stockholder-Employees Whose Proportionate Interest Remains Unchanged Is Taxable Income--Commissioner V. Fender Sales, Inc., Michigan Law Review
Michigan Law Review
Transactions involving forgiveness by stockholder-employees of corporate indebtedness are shrouded in legal uncertainty. The conflicting positions espoused by the Commissioner, the Tax Court, and the circuit court in the principal case focus attention on a few salient problems. The Commissioner, in arguing that the receipt of stock by the individual taxpayers constituted taxable income, considered the individuals solely as employees, believing it immaterial that they were also stockholders. Thus, he reasoned that when they, as employees, received stock in payment of their accrued salaries, they realized income. In contrast, the Tax Court viewed the individual taxpayers as stockholders who had …
Rule 10b-5 And The Stockholder's Derivative Action, Lewis D. Lowenfels
Rule 10b-5 And The Stockholder's Derivative Action, Lewis D. Lowenfels
Vanderbilt Law Review
This article focuses upon a new, emerging private cause of action based upon section 10(b) and rule 10b-5-a stockholder's derivative action initiated on behalf of a corporation which has been defrauded in connection with the purchase or sale of securities. Five reported cases, three decided in the last three months of 1964, have sustained a stockholder's derivative suit based upon section 10(b) and rule 10b-5. The significance of these decisions becomes apparent, not only when one considers that the derivative suit has traditionally been an internal corporate matter governed exclusively by state law, but also when one focuses upon the …
Business Associations--1964 Tennessee Survey, Daniel J. Gifford
Business Associations--1964 Tennessee Survey, Daniel J. Gifford
Vanderbilt Law Review
In Denny v. Phillips & Buttorff Corp.,' the United States Court of Appeals for the Sixth Circuit affirmed a judgment of the United States Court for the Middle District of Tennessee which awarded $235,000 in fees plus $6,227.98 in expenses to counsel representing minority stockholders in a suit which had been brought to force cancellation of a purchase by the Phillips & Buttorff Corp. from the instrumentalities of the controlling stockholders of such corporation of 60,000 shares of stock in Win. R.Moore Dry Goods Company for $2,700,000. The purchase of the Moore stock had apparently been used as a means …
Retention Of Control Over Stock Constitutes "Ownership" Under Section 1239 Of The Internal Revenue Code-Harry Trotz, Michigan Law Review
Retention Of Control Over Stock Constitutes "Ownership" Under Section 1239 Of The Internal Revenue Code-Harry Trotz, Michigan Law Review
Michigan Law Review
Petitioner set up a corporation, retaining seventy-nine per cent of the stock and -distributing the remainder to a third party. The third party borrowed from petitioner, pledging his stock as security and executing an option agreement under which the petitioner could recover the stock at any time. Subsequently, the newly organized corporation purchased all the depreciable assets of petitioner's proprietorship at a price in excess of their adjusted basis; petitioner reported the difference as a capital gain. The Commissioner declared a deficiency, relying on section 1239 of the Internal Revenue Code, which treats as ordinary income the gain recognized from …
The Federal Securities Act And The Locked-In Stockholder, Neil Flanagin
The Federal Securities Act And The Locked-In Stockholder, Neil Flanagin
Michigan Law Review
The Securities Act of 1933 is generally identified with Securities and Exchange Commission registration and the attendant disclosure for primary and secondary public offerings of securities. Because of the uncertain scope of the registration requirements, however, it has the practical effect of seriously restricting certain security holders in selling or dealing in their securities. Security holders so restricted may be underwriters themselves or persons considered to be underwriters for the particular transaction. The difficulties arise in determining which security holders are included within this class and which transactions by those parties are affected. It is to these problems that the …
The Regulation Of Investment Advice: Subscription Advisers And Fiduciary Duties, Charles G. Nickson
The Regulation Of Investment Advice: Subscription Advisers And Fiduciary Duties, Charles G. Nickson
Michigan Law Review
In the landmark decision of SEC v. Capital Gains Research Bureau, Inc., the United States Supreme Court upheld the Commission's interpretation of an adviser's quasi-fiduciary status under the Investment Advisers Act of 1940 by holding fraudulent the failure of a subscription adviser to disclose to his clients his practice of acquiring securities before recommending their purchase, with the intent to resell immediately after the recommendation. It is the purpose of this comment to examine the major problems attending the dissemination of investment advice by subscription advisers, to evaluate those problems in the light of the higher standards of disclosure …
The Solely-For-Voting-Stock Requirement In "B" Reorganizations Satisfied By Cash Payments For Fractional Shares-Mills V. Commissioner, Michigan Law Review
The Solely-For-Voting-Stock Requirement In "B" Reorganizations Satisfied By Cash Payments For Fractional Shares-Mills V. Commissioner, Michigan Law Review
Michigan Law Review
The Internal Revenue Code requires recognition of gains or losses realized upon a sale or exchange of property. An exception to this general rule is found in section 354(a)(1), the basic nonrecognition provision for stock-for-stock reorganizations. This section provides that a stockholder need not recognize gains or losses "if stock or securities in a corporation a party to a reorganization are, in pursuance of the plan of reorganization, exchanged solely for stock or securities in such corporation or in another corporation a party to the reorganization." However, before section 354 can be reached, the exchange must satisfy one of the …
Proof Of Scienter Necessary In A Private Suit Under Sec Anti-Fraud Rule 10b-5, Michigan Law Review
Proof Of Scienter Necessary In A Private Suit Under Sec Anti-Fraud Rule 10b-5, Michigan Law Review
Michigan Law Review
Of the vast amounts of statutory and quasi-statutory material governing the securities business, the Securities and Exchange Commission's rule 10b-51 has potentially the greatest direct importance to the largest number of people. While several provisions in the government's regulatory scheme set more or less specific standards of conduct for securities issuers, broker-dealers, or corporate insiders, the anti-fraud provisions of rule 10b-5 apply to all persons directly or indirectly connected with any sale or purchase of securities transacted through a facility of interstate commerce, the mails, or on a national exchange. In its three clauses, rule 10b-5 forbids any person (1) …
Recovery Of Accrued But Unpaid Interest On War-Lost Investments Taxed As Capital Gain To Extent It Exceeds Basis-Horst V. United States, Michigan Law Review
Recovery Of Accrued But Unpaid Interest On War-Lost Investments Taxed As Capital Gain To Extent It Exceeds Basis-Horst V. United States, Michigan Law Review
Michigan Law Review
Prior to the United States entry into World War II, taxpayer acquired certain Japanese bonds. In December 1941, pursuant to section 127(a) of the Internal Revenue Code of 1939, he suffered a war loss with respect to these investments and took the proper deduction. When trading restrictions on Japanese bonds were lifted in 1950, taxpayer enjoyed a war loss recovery. At that time, bonds of this type were being traded flat, the quoted price reflecting both principal and accrued but unpaid interest thereon to the date of recovery. As the defaulted interest coupons were paid on their extended maturity dates, …
The Securities Acts And (Hopefully) How To Avoid Them, John W. Edmonds Iii
The Securities Acts And (Hopefully) How To Avoid Them, John W. Edmonds Iii
University of Richmond Law Review
With the boom and bust of the twenties and thirties, there developed a new legal concept-regulation of the sale and issuances of securities. It is an unfortunate comment upon the business ethics of some Americans that such laws were felt necessary. Nevertheless, such laws apply to the honest and the dishonest, and to the sophisticated as well as the credulous.
Disciplinary Proceedings By The S. E. C. Against Attorneys, Paul J. Kemp
Disciplinary Proceedings By The S. E. C. Against Attorneys, Paul J. Kemp
Cleveland State Law Review
The securities and exchange commission, created by Section 4 (a) of the Securities Exchange Act of 1934, has from its earliest days proclaimed its right to determine who may appear before or transact business with it in a representative capacity and in Rule 2 (e) of its present Rules of Practice has reserved to itself the right, in its discretion, to "deny, temporarily or permanently, the privilege of appearing or practicing before it in any way to any person who is found by the Commission after notice of and opportunity for hearing in the matter (1) not to possess the …