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Articles 1 - 16 of 16
Full-Text Articles in Law
Corporations - Stockholders - Effect Of State Constitutional Provisions On Liabilty To Creditors For Unpaid Subscriptions, Douglas Peck S.Ed.
Corporations - Stockholders - Effect Of State Constitutional Provisions On Liabilty To Creditors For Unpaid Subscriptions, Douglas Peck S.Ed.
Michigan Law Review
Basset and Company, an Oklahoma corporation, issued stock to defendant for which defendant never paid. The sum due was carried on the corporate books as "subscriptions receivable." The corporation became bankrupt and the trustee brought suit in the federal district court to recover the amount due on the subscriptions. Held, judgment for the defendant. Under the Oklahoma Constitution, where stock is issued for consideration which is less than par value, the issue is void. The stock certificate cannot serve as a consideration to support the would-be stockholder's promise to pay for the stock, and no liability attaches to the …
Corporations - Extent To Which Vote Of Proxy Binds The Shareholders, Herbert R. Brown S.Ed.
Corporations - Extent To Which Vote Of Proxy Binds The Shareholders, Herbert R. Brown S.Ed.
Michigan Law Review
Plaintiff; in a derivative action, charged certain directors of the corporation with appropriating a corporate opportunity to their own benefit. Defendant directors moved for summary judgment· on the ground that the questioned transaction was ratified by the stockholders, with plaintiff's stock being voted by proxy in favor of ratification. Held, motion for summary judgment denied. The plaintiff was not estopped from suit even though her proxyholder, the corporation management, voted her stock for the ratification, since she had no notice that the question was to be voted on when she gave her proxy. Gottlieb v. McKee, (Del. Ch. …
Corporations - Provisions In Articles Authorizing Call Of Common Stock At Option Of Corporation, Dale W. Van Winkle S.Ed.
Corporations - Provisions In Articles Authorizing Call Of Common Stock At Option Of Corporation, Dale W. Van Winkle S.Ed.
Michigan Law Review
Amendments to the articles of organization of the defendant corporation provided that the board of directors might at any time purchase its common stock in whole or in part from any holder thereof. After the directors initiated proceedings to purchase a portion of the shares held by plaintiff, plaintiff brought a bill in equity asking that an injunction be issued to restrain the corporation from proceeding further. The superior court entered a decree for the defendant. On appeal, held, affirmed. The provision authorizing the call of common stock is neither forbidden by statute nor contrary to public policy. Lewis …
Securities Legislation - Fraud Of Corporation Officers As Violation Of Securities And Exchange Act Of 1934, Douglas Peck S.Ed.
Securities Legislation - Fraud Of Corporation Officers As Violation Of Securities And Exchange Act Of 1934, Douglas Peck S.Ed.
Michigan Law Review
The plaintiffs brought a stockholders' derivative suit in a federal district court, claiming that defendant directors had violated section 10 (b) of the Securities and Exchange Act of 1934 and rule X-10B-5 of the Securities and Exchange Commission. It was alleged that defendants who controlled as majority of the capital stock of the Algoma Coal and Coke Co., had purchased for the Algoma Company stock in two other corporations which they had formed and had manipulated the affairs of the Algoma Company so that business profits were diverted to those other corporations, thereby securing profits to themselves at the expense …
Corporations - Stockholders - Cancellation Of Stock Issues Without Consideration, James W. Beatty S.Ed.
Corporations - Stockholders - Cancellation Of Stock Issues Without Consideration, James W. Beatty S.Ed.
Michigan Law Review
At the beginning of 1936, plaintiff, a Wisconsin corporation, had an earned surplus deficit of $106,134.89, and a surplus of $685,642.89 created by a reduction of capital stock. Net earnings for 1936 were $121,515.96, none of which were distributed as dividends. An undistributed profits surtax was assessed on the entire current net earnings. Plaintiff sued for a partial refund under an amendment providing retroactive relief for corporations which were prohibited by law from paying dividends during the existence of a deficit in accumulated earnings at the time when the tax was paid. The district court denied relief. On appeal, held …
Corporations - Capital Reduction Surplus As A Source Of Divided Payments, John B. Huck
Corporations - Capital Reduction Surplus As A Source Of Divided Payments, John B. Huck
Michigan Law Review
At the beginning of 1936, plaintiff, a Wisconsin corporation, had an earned surplus deficit of $106,134.89, and a surplus of $685,642.89 created by a reduction of capital stock. Net earnings for 1936 were $121,515.96, none of which were distributed as dividends. An undistributed profits surtax was assessed on the entire current net earnings. Plaintiff sued for a partial refund under an amendment providing retroactive relief for corporations which were prohibited by law from paying dividends during the existence of a deficit in accumulated earnings at the time when the tax was paid. The district court denied relief. On appeal, held …
Labor Law - Lmra - Stock Purchase Plan As Subject Of Compulsory Collective Bargaining, Edward W. Powers
Labor Law - Lmra - Stock Purchase Plan As Subject Of Compulsory Collective Bargaining, Edward W. Powers
Michigan Law Review
An employer unilaterally instituted a stock purchase plan, membership in which was voluntary and open to regular employees who had at least one year of service and were at least thirty years of age. Members, through authorized payroll deductions, were to contribute monthly not less than five dollars but not more than five percent of their earnings. The employer contributed monthly an amount equal to fifty percent of each member contribution and annually an amount dependent upon the ratio of profits to invested capital, up to a combined total of seventy-five percent of the members' contributions. Member contributions were kept …
Corporations - Preference Rights On Dissolution, Robert B. Fiske, Jr. S.Ed.
Corporations - Preference Rights On Dissolution, Robert B. Fiske, Jr. S.Ed.
Michigan Law Review
The capital structure of the defendant corporation consisted of class A, class B, and preferred stock. According to the articles of association, the class A stock was entitled to a ten percent dividend before any dividend was paid on the class B. After the class B stock had also received a ten percent dividend, the two classes were to share equally in any further dividends. The charter further provided that on dissolution the holders of the class A stock were entitled to cash to the amount of the par value of their stock before any payment in …
Taxation - Federal Income Tax - Corporate Accumulations, Stock Dividends And The "Preferred Stock Bail-Out," And Taxability Of The Corporation Upon The Distribution Of "Inventory Assets" Under The Internal Revenue Code Of 1954, Alice Austin S.Ed.
Michigan Law Review
It is the purpose of this discussion to indicate, with respect to corporate accumulations and distributions, some of the major interpretative problems existing under the 1939 code which Congress has failed to resolve, as well as some of the major interpretative difficulties which arise for the first time under the 1954 code.
Responsibilities In The Transfer Of Stock, Francis T. Christy
Responsibilities In The Transfer Of Stock, Francis T. Christy
Michigan Law Review
During the past few years there have been increasing efforts on the part of a number of organized groups to establish statutory definitions of the responsibilities of corporations and their transfer agents in the transfer of stock. Among these groups are the Commission on Uniform State Laws, which sponsored the Uniform Fiduciaries Act, the American Law Institute and the National Conference of Commissioners on Uniform State Laws, which have jointly produced the new Uniform Commercial Code, the Committee on Simplification of Security Transfers of the Real Property, Probate and Trust Law Section of the American Bar Association, of which Committee …
Corporations - Reclassification Of Securities As A Purchase Under Section 16 (B) Of The Securities And Exchange Act, Eric E. Bergsten
Corporations - Reclassification Of Securities As A Purchase Under Section 16 (B) Of The Securities And Exchange Act, Eric E. Bergsten
Michigan Law Review
Plaintiff, a minority stockholder in the Old Town Corporation, brought action on behalf of the corporation to recover alleged "shortswing" profits made by defendants, who were officers, directors and large shareholders of Old Town, on the sale of 45.9 percent of the outstanding stock of the corporation. The corporation had, with the approval of 78 percent of the owners in interest, reclassified the 320,402 outstanding shares of $5 par common stock as 320,402 shares of $1 par common and 320,402 shares of 40¢ cumulative preferred stock of $7 par value. This reclassification was done for the frank purpose of increasing …
Securities Regulation - Controlling Stockholders As "Issuers" Under The Securities Act Of 1933, Richard R. Dailey
Securities Regulation - Controlling Stockholders As "Issuers" Under The Securities Act Of 1933, Richard R. Dailey
Michigan Law Review
The Securities and Exchange Commission sought an injunction to restrain the corporate defendant, a brokerage company, and the individual defendant, its president and controlling stockholder, from selling stock in an oil company. At the time the stock was issued and sold, the individual defendant was also president and controlling stockholder of the oil company. No registration statement was in effect with reference to the stock,. which was sold through the mails in interstate commerce in violation of section 5 of the Securities Act of 1933. Section 5 of the act applies only to transactions by an "issuer, underwriter, or dealer." …
Corporations - The Fudiciary Duty Of Directors In The Issuance Of Stock Subject To Preemptive Rights, Howard M. Downs
Corporations - The Fudiciary Duty Of Directors In The Issuance Of Stock Subject To Preemptive Rights, Howard M. Downs
Michigan Law Review
In Gord v. Iowana Farms Milk Co. , a stockholder protested the issue to the defendant of certain shares of stock in a closely held corporation. At the time of the sale, the plaintiff was a director and secretary-treasurer of the corporation with access to the corporate books and knowledge of the corporate assets. At the meeting at which the stock was issued, the plaintiff signed a statement saying "at the present time I do not elect to purchase any stock. . . ." The stock, sold for $15 a share, had a value variously estimated at $50 to $103.22. …
Corporations - Right Of Shareholder Under Uniform Stock Transfer To Have Shares Transferred Contrary To Corporation By-Laws, Lawrence N. Ravick S.Ed.
Corporations - Right Of Shareholder Under Uniform Stock Transfer To Have Shares Transferred Contrary To Corporation By-Laws, Lawrence N. Ravick S.Ed.
Michigan Law Review
The defendant, a Michigan corporation, adopted a "constitution" (by-laws) which contained the following provisions: " ... no member shall be allowed to own more than five shares of stock at any one time." This restriction was not written into the articles of incorporation or printed upon the stock certificates. Plaintiff was at one time the president and director of the defendant corporation. While an officer, he acquired twenty-five shares of stock, having at the time full knowledge of the by-law provisions. When he was no longer an officer, plaintiff purchased an additional share of defendant's capital stock and requested the …
Taxation - Federal Income Tax - Extent To Which A Dividend In Kind Is Ordinary Income Under The Internal Revenue Code, Alice Austin S.Ed.
Taxation - Federal Income Tax - Extent To Which A Dividend In Kind Is Ordinary Income Under The Internal Revenue Code, Alice Austin S.Ed.
Michigan Law Review
Taxpayer, a corporate shareholder, received from the corporation a distribution of property which had appreciated in value over its adjusted cost. The earnings and profits of the corporation were sufficient to cover the adjusted cost of the property distributed, but were not sufficient to cover its full fair market value at the time of distribution. The Tax Court held that the fair market value of the distribution was taxable as a dividend only to the extent of the corporation's earnings and profits. On appeal, held, reversed. In determining whether a distribution in kind is a dividend under section 115(a), …
Corporations - "Personal Interst" Of Directors In Corporate Transactions, Richard R. Dailey
Corporations - "Personal Interst" Of Directors In Corporate Transactions, Richard R. Dailey
Michigan Law Review
Serious dissension had developed between two factions of the seven member board of directors of defendant corporation. Group A, consisting of four members, represented a working majority of the outstanding stock recently acquired by a group of investors. Group B, consisting of three members, had constituted the active management of the corporation for a number of years. The resignation of group B was probable if group A continued to dominate the board. It was proposed that stock of the defendant be exchanged for stock in another corporation. Under the overall plan, group A was to resign and two …