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Articles 1 - 14 of 14
Full-Text Articles in Law
Corporations - Disregarding Corporate Entity - Fraud, Collins E. Brooks
Corporations - Disregarding Corporate Entity - Fraud, Collins E. Brooks
Michigan Law Review
A and B purchased from plaintiffs all of the stock of defendant corporation. Prior to the transaction, and as a basis for negotiations, plaintiffs had an accountant prepare a statement of corporate assets and liabilities, which showed that the corporation was in financial difficulties. A and B acknowledged the corporate indebtedness and took over the corporation. Later, plaintiffs brought suit against the corporation on claims for salaries and advancements allegedly due them from it, which claims had not appeared on the statement of corporate liabilities. Held, the corporate entity would be disregarded, and plaintiffs estopped from setting up their …
Taxation - Income Tax - Surtax On Income Of Corporation Where Profits Are Accumulated To Avoid Surtax On Income Of Its Shareholders - Construction, Brackley Shaw
Michigan Law Review
Section 104 of the Revenue Act of 1928 imposed a surtax on the net income of any corporation "formed or availed of for the purpose of preventing the imposition of the surtax on its shareholders through the medium of permitting its gains and profits to accumulate instead of being divided and distributed," and provided that "the fact that the gains or profits are permitted to accumulate beyond the reasonable needs of the business shall be prima facie evidence of a purpose to escape the surtax." Defendant corporation was formed in 1911 with $200,000 capital stock all owned by Kohl. In …
Public Utility Holding Company Act - Corporate Simplification And Geographic Integration Under Section Ii, Brackley Shaw
Public Utility Holding Company Act - Corporate Simplification And Geographic Integration Under Section Ii, Brackley Shaw
Michigan Law Review
Section II of the Public Utility Holding Company Act of 1935, the so-called "death sentence" clause, carries the specifications for achieving two of the government's main objectives in passing the act: corporate simplification and geographical integration of the large utility holding company systems.
Taxation - Capital Gains Tax (Revenue Act Of 1928) - Reorganizations - Definition Of A Party To A Reorganization, Milton A. Kramer
Taxation - Capital Gains Tax (Revenue Act Of 1928) - Reorganizations - Definition Of A Party To A Reorganization, Milton A. Kramer
Michigan Law Review
Although "certainty" is one of the most desirable features of taxation, that quality has been conspicuously absent in regard to the portions of the 1928 Revenue Act which deal with capital gains in corporate reorganizations. In the four situations which the act sets forth as constituting a reorganization, capital gains arising therefrom are exempt from tax computation, the general purpose being to remove any impediment to normal corporate adjustments and to prevent the recognition of gains or losses until they are actually realized. However, this provision soon became an invitation for ingenious counsel to arrange the sales of corporate assets …
Associations - Massachusetts Trusts - Personal Liability Of Trustees On Contracts, Michigan Law Review
Associations - Massachusetts Trusts - Personal Liability Of Trustees On Contracts, Michigan Law Review
Michigan Law Review
The trustees of a business trust, by their agent, accepted seven trade acceptances in which there was no stipulation against the personal liability of the trustees. The trust instrument under which the business was operating provided that the trustees were to be under no "personal obligation or liability of any kind," and that all having transactions with the trustees are put on notice that no trustee or subscriber is personally liable, and further, that in all contracts made by the trustees, "specific mention shall be made therein of this trust to the end that any and all parties must look …
Corporate Nationality And The Neutrality Law, Paul Weidenbaum
Corporate Nationality And The Neutrality Law, Paul Weidenbaum
Michigan Law Review
Even a superficial reading of the neutrality law indicates that certain problems of corporate entity and nationality are of utmost importance for its future working. This act seeks to give protection from certain real or assumed dangers. The problem arises whether such purpose cannot be wholly frustrated by the simple means and ways afforded by incorporation. This problem has never been hidden.
Corporations - Validity Of Contract Executed During Suspension Of Charter For Failure To File Proper Annual Report - Effect Of Innocent Mistake, Ralph Winkler
Michigan Law Review
A Virginia statute, providing that foreign corporations desiring to carry on intrastate business there must pay an entrance fee graduated according to authorized capital stock, imposed on plaintiff a fee of $5,000. Only two-thirds of plaintiff's authorized stock was issued. A considerable amount of its assets were used in interstate commerce, though the sum invested in Virginia was negligible. Plaintiff contended that such an entrance fee burdened interstate commerce because measured by property used in interstate commerce, that it denied due process because measured by property without the state, and that it denied equal protection of the laws becaused measured …
Corporations-Foreign Corporations-Entrance Fees-Constitutionality, Charles E. Nadeau
Corporations-Foreign Corporations-Entrance Fees-Constitutionality, Charles E. Nadeau
Michigan Law Review
A Virginia statute, providing that foreign corporations desiring to carry on intrastate business there must pay an entrance fee graduated according to authorized capital stock, imposed on plaintiff a fee of $5,000. Only two-thirds of plaintiff's authorized stock was issued. A considerable amount of its assets were used in interstate commerce, though the sum invested in Virginia was negligible. Plaintiff contended that such an entrance fee burdened interstate commerce because measured by property used in interstate commerce, that it denied due process because measured by property without the state, and that it denied equal protection of the laws becaused measured …
Corporations - Corporate Seal - When Affixing Seal Makes The Instrument A Specialty, Edward D. Ransom
Corporations - Corporate Seal - When Affixing Seal Makes The Instrument A Specialty, Edward D. Ransom
Michigan Law Review
The plaintiff contracted to buy gasoline from a subsidiary of the defendant. The lengthy contract was signed at the end by the proper officers and in juxtaposition to the signatures were the corporate seals of both parties. The contract contained a recital of sealing. On a separate page, but attached to the contract, was a guaranty by the defendant of the subsidiary's performance. This also was sealed with the corporate seals of both parties adjacent to the signatures of the officers. No mention of sealing was contained in the guaranty. On default by the subsidiary, the plaintiff sued on the …
Corporations-Amendment Of Charter - Fundamental Change Of Purpose, Michigan Law Review
Corporations-Amendment Of Charter - Fundamental Change Of Purpose, Michigan Law Review
Michigan Law Review
Plaintiff, a cooperative association incorporated under the laws of Minnesota as a wholesaler of oil, sued defendant, a member of the cooperative, for goods sold and delivered. Pursuant to the statute which provided that such cooperatives may amend their articles by a vote of the majority of the membership "in respect to any other matter which the original articles of incorporation of the same kind might lawfully have contained," plaintiff's articles of incorporation had been amended, adding to the original purposes "any mercantile, jobbing, wholesale and retail, mining, manufacturing and mechanical business on the cooperative plan." These were all objects …
Corporations -Amendment Of Charter - Power Of Legislature To Authorize, Michigan Law Review
Corporations -Amendment Of Charter - Power Of Legislature To Authorize, Michigan Law Review
Michigan Law Review
Remington Rand, Inc., by amendments to its charter authorized by laws passed subsequent to its incorporation, reclassified its stock so as to extinguish $26.25 dividends cumulated on the first preferred stock. The complainant was owner of some of the first preferred stock. He filed a bill in equity to invalidate the reclassification, to compel restoration of the original capital structure, and to compel the payment of the cumulated dividend so extinguished. Held, complainant cannot succeed as to his demand for invalidation of reclassification and restoration of the capital structure because of laches. He cannot force the payment of dividends …
Joint Adventure - Relationship Distinguished From That Of Employer-Employee, Wayne E. Babler
Joint Adventure - Relationship Distinguished From That Of Employer-Employee, Wayne E. Babler
Michigan Law Review
The taxpayer had an arrangement whereby he planned to furnish the Russian Government with shrapnel shells by farming out the various stages of manufacture to several different companies. A Canadian corporation, also having a contract for furnishing shrapnel, made arrangements with the taxpayer whereby the latter cancelled his contract and went in with the Canadian corporation. Under this arrangement the taxpayer was to furnish his manufacturing arrangement, plans, tools, gauges, drawings, etc., and to get fifteen per cent of the profits on the present contract and five per cent of the profits on future contracts of a similar nature. An …
Corporations - Alteration Of Charter Under Reserved Power - Change In Remedy To Enforce Stockholders' Liability, Michigan Law Review
Corporations - Alteration Of Charter Under Reserved Power - Change In Remedy To Enforce Stockholders' Liability, Michigan Law Review
Michigan Law Review
The constitution of Maryland of I 867 provided that owners of bank stock should be liable for debts of the corporation to an extent equal to the value of the stock owned by them. The bank in which the defendants owned stock was organized under legislation of 1870 containing the provision, "this act and every part of it may be altered from time to time, or repealed by the legislature." The Maryland court held that, while the constitution provided no remedy, the right was conferred on each creditor in his individual capacity to be enforced by separate suits against those …
Corporations - Corporate Form Used To Evade Bank Double Liability, Michigan Law Review
Corporations - Corporate Form Used To Evade Bank Double Liability, Michigan Law Review
Michigan Law Review
Plaintiff, the receiver for an insolvent bank, sued the individual stockholders of an investment corporation on an assessment to the amount of the par value of the bank stock as provided by the constitution and statutes of South Carolina. The investment corporation had been organized several years previously to secure control of a group of banks. Its holdings throughout consisted only of bank stock, and finally solely of stock of the closed bank. Plaintiff claimed, since the corporation had no assets, that the stockholders of the investment corporation were individually liable, because the use of a holding company for the …