Law Commons^™

Creditors' Rights And Security Transactions -- 1961 Tennessee Survey, Forrest W. Lacey

Vanderbilt Law Review

Two cases involving a claim of usury were decided during the period of this survey. However, in one, Post Sign Co. v. Jemc's, Inc.,'the court did not reach the issue of usury, but instead held that this issue could not be raised by the parties involved. The facts were somewhat complicated.

Creditors' Rights And Security Transactions -- 1960 Tennessee Survey, Forrest W. Lacey

Vanderbilt Law Review

Two cases involving mechanic's liens were decided during the period under survey. Rowland v. Lowe' presented the question of the validity of a material men's lien against the owner of land subject to a contract of sale which required the purchaser to erect improvements on the land. In order to protect the vendor's lien, which was to be retained in the deed, the contract provided:

"The purchaser obligates himself to pay all sums for labor and materials in the construction of the improvements on said lot, and in no event shall there be any lien on the lot of ground …

Executive Compensation: The Taxation Of Stock Options, Jack D. Edwards

Vanderbilt Law Review

The popularity of the stock option as a method of executive compensation results primarily from its favorable tax consequences. Under present law, an executive's ordinary income may be converted into capital gain. These discriminatory provisions provide a fertile field for tax avoidance. The first portion of this paper deals with the history of stock option taxation to date. Much of the earlier law remains applicable. The historical perspective shows the wide latitude for avoidance and the faulty assumptions in which tax treatment has been grounded. The second part deals with the present tax treatment of stock options.

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 …

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 …

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 …

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.

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.

Regulation Of Motor Carrier Securities, Eugene T. Liipfert, John L. Mechem

Vanderbilt Law Review

The origins of the intercity trucking industry were humble. The development of the motor truck and of an intercity highway system which made its use in the transportation of freight practicable led many enterprising individuals to set themselves up as intercity truckers during the decade between 1925 and 1935. Capital requirements were minimal. The initial investment was frequently no more than the down payment on the motor vehicles employed. In the early stages of development, the typical motor carrier was a sole proprietorship, partnership or family-held corporation which relied for its financing on retained earnings of the business and hand-to-mouth …

State "Blue Sky" And Federal Securities Laws, Edward R. Hayes

Vanderbilt Law Review

The subject of state and federal regulation of securities is one with which most lawyers have little familiarity. It may not have been discussed in any of their law school courses;' and their practice may have involved the organization and financing of few if any corporations. This lack of familiarity results in unawareness of the "extent to which security transactions are subject to regulation, a sometimes erroneous assumption that securities may be issued lawfully by the occasional corporate (and even noncorporate) client without necessity for complying with statutory requirements, and an overlooking of possible rights of clients who may have …

The Legal Status Of Joint Venture Corporations, Thomas F. Broden, Alfred L. Scanlan

Vanderbilt Law Review

American industry employs many forms of business organizations. The sole proprietorship, the partnership, general and limited, the joint venture, the joint stock company, the corporation, public issue and close, and many others are all familiar and well established in their use. This article deals with the use by American industry of the close corporation to carry on a joint venture. With due deference to purists in legal terminology we have elected to refer to this particular type of corporate entity as the joint venture corporation. In this article we not only look at the use made of the joint venture …

Business Associations -- 1957 Tennessee Survey, F. Hodge O'Neal

Vanderbilt Law Review

Very little happened in the field of Business Associations during the survey period. The General Assembly enacted one fairly important set of amendments to the Securities Law, and the Tennessee appellate courts handed down two or three decisions which in a large part merely reiterated principles of corporation law already well-established in this state.

Amendments to the Securities Law Broadening Grounds for Refusing or Revoking Registration of Securities: The Securities Law of 1955 among other things set up a procedure for the registration of securities intended for sale and gave the Commissioner of Insurance and Banking authority to investigate the …

Creditors' Rights And Security Transactions -- 1957 Tennessee Survey, Paul J. Hartman

Vanderbilt Law Review

Fraudulent Conveyances--Effect of Recordation of Fraudulent Conveyance on Subsequent Creditors: In Butler v. Holland, the Tennessee Supreme Court was faced with the question of whether the constructive notice of a recorded deed which is a fraudulent conveyance prevents a creditor, who became such after the recordation, from setting the conveyance aside. The plaintiff-creditor (Butler), in an effort to collect a debt due him from the estate of one Jesse Nolen, deceased, brought a suit in equity to have set aside, as a fraud against plaintiff, a conveyance of real estate by one Nolen to the defendant (Holland). The conveyance admittedly …

Book Reviews, James B. Earle, J. Allen Smith, Samuel E. Stumpf, Ingram Bloch, J. Raymond Denney

Vanderbilt Law Review

Book Reviews

The Oppenheimer Case: The Trial of a Security System

By Charles P. Curtis

New York: Simon and Schuster, 1955. Pp. xi, 281. $4.00

reviewer: Ingram Bloch

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Trial Tactics and Methods

By Robert E. Keeton

New York: Prentice Hall, Inc., 1954. Pp. xxiv, 438. $6.65

reviewer: J. Raymond Denney

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Military Law under the Uniform Code of Military Justice

By William B. Aycock and Seymour W. Wurfel

Chapel Hill: University of North Carolina Press, 1955. Pp. xviii, 430.

reviewer: James B. Earle

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Why Johnny Can't Read

By Rudolf Flesch

New York: Harper & Brothers, 1955. Pp. ix, …

Creditors' Rights And Security Transactions -- 1955 Tennessee Survey, Paul J. Hartman

Vanderbilt Law Review

Application to Bankruptcy Proceedings of Federal Rules Concerning Compulsory Counter Claims: In Meacham v. Haley' the Tennessee Court of Appeals was faced with the problem of to what extent Rule 13 of the Federal Rules of Civil Procedure concerning compulsory counter claims applies to a bankruptcy proceeding. In the instant case a trustee in bankruptcy of the Dr. Pepper Bottling Company sued the defendants, Haley and Johnston, for alleged fraud practiced on the bankrupt debtor prior to the bankruptcy. However, some time before the present case, Haley and Johnston had filed claims in the bankruptcy matter of Dr. Pepper Bottling …

Manipulation Of Share Priorities, Alfred F. Conard

Vanderbilt Law Review

Investors, who seldom read law reviews, continue to put their money into preferred stocks. In the last five reported years, approximately 3 billion of dollars worth of preferred shares have been offered to the public, or more than a third of the value of all stock offered. Can Mr. Becht and the investors both be right?

Presumably the investors are directing their attention to different aspects of preferred stock than is Mr. Becht. Like other lawyers, he is considering what managements can do to preferred shareholders if they do their worst. His conclusions are based on the records of cases …

Creditors' Rights And Security Transactions -- 1954 Tennessee Survey, Paul J. Hartman

Vanderbilt Law Review

Mechanics Liens

Two cases during the Survey period involve priorities between mortgages and mechanics' liens. They are Southern Blow Pipe & Roofing Co. v. Grubb,' and First State Bank v. Stacey. Before giving a detailed consideration of these cases, perhaps it would not be amiss to sketch in a little background by way of the general nature and scope of these mechanics' liens, as well as a few words concerning priorities with other liens. This introductory material may make the cases at hand a little more easily understood.

Origin Nature and Scope of the Lien

The term "mechanics' lien" includes …

Book Reviews, Hugh L. Sowards (Reviewer), Stanley D. Rose (Reviewer), William D. Warren (Reviewer)

Vanderbilt Law Review

Securities Legislation

By Louis Loss

Boston: Little, Brown & Com-pany, 1951. Pp. xxvii, 1283. $17.50

reviewer: Hugh L. Sowards

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Private Property, the History of an Idea

By Richard Schlatter

New Brunswick: Rutgers University Press, 1951. Pp. 284. $2.50

reviewer: Stanley D. Rose

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Oil and Gas Law: Collection of articles

TEXAS LAW REVIEW

Austin: Texas Law Review, Inc., 1951. Pp. xix, 1736. $15.00

reviewer: William D. Warren

Stockholder Attacks On Corporate Pension Systems, F. Hodge O'Neal

Vanderbilt Law Review

This article considers the legal issues raised when a corporate pension system is attacked by minority stockholders. These issues perhaps best can be delineated by focusing attention on a representative fact-situation.

The board of directors of a corporation formulate a pension plan for corporate officers and employees. Retirement benefits under the plan are to be based on employees' "past service" (i.e., service rendered the company prior to the effective date of the plan) as well as on their "future service" (i.e., service rendered after the plan is in operation). The plan includes provisions for funding the pensions with either a …

Federal Regulation And State Gambling Laws, Walter H. Moses

Vanderbilt Law Review

The statement that the detailed regulation of security exchanges and transactions conducted thereon which is embodied in the Securities Exchange Act of 1934 and the Securities Act of 1933 and the regulations promulgated by the Securities and Exchange Commission thereunder constitutes an encouragement to gambling in securities, no doubt quite properly places a heavy burden of proof on the person making it. This article has as its purpose a demonstration of the truth of such statement.

Over-The-Counter Securities Markets, Guy L. Clinton

Vanderbilt Law Review

Following the 1929 collapse, much attention has been centered on the role of the security exchanges in our economy. Whether or not improper operation of the securities markets had caused the instability of the national economy was not clearly apparent. However, as many persons believed that such was the case, or that such operation was at least a major factor in the economic ills of the country, the "crash" and the resulting investigations provided the impetus for a reform program in the investment banking segment of our economy, and one phase of this program dealt with securities.

The Investment Advisers Act Of 1940, W.T. Mallison Jr.

Vanderbilt Law Review

There were many questionable business methods which could be used by advisers prior to the passage of the Act. In 1939, it was not uncommon for an adviser to arrange that one client buy a certain security and that another sell the same one. Where the adviser operated on the then commonly accepted basis of receiving a proportion of profits made by his clients, he could not lose by using this technique. The adviser's sole concern was to seek new clients to replace those whose assets or credulity were exhausted. Adviser custody of clients' funds was the basis of most …