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Full-Text Articles in Law
Corporations--By-Laws--Restrictions On Transfer Of Bank Stock, Hugh B. Muir
Corporations--By-Laws--Restrictions On Transfer Of Bank Stock, Hugh B. Muir
Michigan Law Review
Plaintiff received thirty shares of bank stock by bequest. Before she presented the shares to the bank for transfer, the stockholders, by a majority vote (plaintiff dissenting), amended the by-laws so as to limit to certain classes the persons to whom the bank stock could be transferred, whether by transfer inter vivos, will, or descent. A mandamus proceeding was initiated against the bank to compel a transfer of the shares free of the restrictions. On defendants' appeal from a ruling denying a motion to quash an alternative writ, held, affirmed. The restrictions sought to be imposed were not authorized …
Corporations-Effect Of Merger Upon Apparent Rights Of Stockholders Under Preferred Stock Contracts, Charles M. Soller S.Ed.
Corporations-Effect Of Merger Upon Apparent Rights Of Stockholders Under Preferred Stock Contracts, Charles M. Soller S.Ed.
Michigan Law Review
It is the purpose of this comment to examine the effect of merger upon some of the provisions of the preferred stock contract.
Corporations--Transfer Of Shares--Restriction By Shareholders' Agreement, John E. Grosboll
Corporations--Transfer Of Shares--Restriction By Shareholders' Agreement, John E. Grosboll
Michigan Law Review
The original shareholders of a family corporation had entered into a private agreement, noted on the stock certificates, which provided that before sale by any of the parties of any stock to a non-member, such stock must first be offered to the remaining stockholders. Defendant B, the widow of one of the founders, contracted to sell her stock to plaintiff, a non-member, without first offering it to defendants L and M, who own the balance of the stock. Plaintiff now seeks specific performance of his contract with defendant B. Defendants L and M seek to exercise their …
Corporations--Amendment Of By-Laws By Custom, Cornelia Groefsema S.Ed.
Corporations--Amendment Of By-Laws By Custom, Cornelia Groefsema S.Ed.
Michigan Law Review
In an application for a preliminary injunction to prevent stockholders from exercising their rights of ownership until there had been a determination whether such stock should be cancelled because issued without corporate authorization, the success of the petitioner depended upon whether a quorum of the directors was present at the meeting authorizing its issuance. This in turn depended upon whether the by-law requiring a board of directors of ten members had been amended by custom to require only seven. For the four years preceeding the meeting at which the stock was authorized, during which time, however, there were neither directors' …
Corporations-Extent Of Powers To Dispose Of Property In Winding Up Its Affairs Under Statutes Extending Corporate Existence, Joseph R. Brookshire S.Ed.
Corporations-Extent Of Powers To Dispose Of Property In Winding Up Its Affairs Under Statutes Extending Corporate Existence, Joseph R. Brookshire S.Ed.
Michigan Law Review
According to the common law a dissolved corporation ceased to exist for all purposes. Whether the dissolution was voluntary or involuntary, the effect of the dissolution was to deprive the corporation of all powers either de jure or de facto. It was necessary, therefore, that corporations facing dissolution proceed without delay toward a final liquidation and distribution of assets. Disregarding the old theory that personal property of dissolved corporations escheated to the state, and that its real estate reverted to the original granter or his heirs, and that debts due the corporation were extinguished, it is still apparent that hurried …
Corporate Proxies, Leonard H. Axe
Corporate Proxies, Leonard H. Axe
Michigan Law Review
The earlier forms of corporations in England seem to have been political units and the normal mode of conferring corporate rights was by an issue of a charter from the crown, whereby a body of individuals was designated a corporation with the sovereign power to exercise appropriate privileges. Since the charter was issued by the crown, the corporation was considered a part of the government and each member of the corporation was entitled to one vote if given by him in person. As one writer has so well stated, this "was the result of a political philosophy which assumed that …
Corporations - Reserved Powers - Abrogation Of Preferred Dividend Arrearages By Charter Amendment, Merger, Or Consolidation, William D. Sutton
Corporations - Reserved Powers - Abrogation Of Preferred Dividend Arrearages By Charter Amendment, Merger, Or Consolidation, William D. Sutton
Michigan Law Review
The "malignant" decision in the Dartmouth College case fathered the passage of reserved-power statutes in virtually all the states. These statutes, in turn, when opposed by the retaliatory fundamental-rights safeguards invoked by the courts for the protection of corporate stockholders, procreated problems which have grown more baffling and incorrigible with age. Not the least among these are proposed changes in the liabilities or rights of stockholders, especially the attempted abolition of unpaid accrued dividends upon cumulative preferred stock where there exists a surplus which might lawfully be applied to the payment of such dividends.
Bankruptcy-Corporate Reorganization-Publicly Held Securities As A Test Of Availability Of Relief Under Chapters X And Xi Of The Chandler Act, Edward S. Biggar
Bankruptcy-Corporate Reorganization-Publicly Held Securities As A Test Of Availability Of Relief Under Chapters X And Xi Of The Chandler Act, Edward S. Biggar
Michigan Law Review
Chapter X of the amended Bankruptcy Act of 1938 was mainly the product of the investigation by the Securities and Exchange Commission of reorganization practices under the old equity procedure and under section 77B. The chief aim of the sponsors of this new chapter was to preclude the control of reorganization proceedings by "inside" groups, and thereby more adequately protect the interests of investors. Contemporaneously with the overhauling of section 77B, however, other sections of the old Bankruptcy Act were being revised. Among the changes effected, old sections 12 and 74, dealing with extensions and compositions, were remodelled and combined …
Corporations -Parent And Subsidiary-Right Of Parent Or Subsidiary To Share With Other Creditors In Assets Of Associated Corporation On The Latter's Insolvency, Collins E. Brooks
Corporations -Parent And Subsidiary-Right Of Parent Or Subsidiary To Share With Other Creditors In Assets Of Associated Corporation On The Latter's Insolvency, Collins E. Brooks
Michigan Law Review
Increasingly in the past few years, courts throughout the country have seemed willing to disregard what Professor Ballantine has called the "basic theory of corporation law," the concept that a corporation is an entity entirely distinct and separate from its stockholders. It is not the purpose of this writer to take issue with this tendency; for the most part the decisions seem sound and the results just. It is believed, however, that the rules used by the courts in reaching those decisions are, in many instances, open to question. There is one situation in particular in which the courts have …
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 …
The Corporate Entity As A Solvent Of Legal Problems, Elvin R. Latty
The Corporate Entity As A Solvent Of Legal Problems, Elvin R. Latty
Michigan Law Review
If a layman were to ask a lawyer what is the reason that a stockholder is ordinarily not liable for his corporation's debts or that a deed to corporate property by the sole stockholder in his own name is not a flawless conveyance, the answer the layman would get would be: a corporation is a wholly different person from its stockholders-it is an entity separate and distinct from them. That answer reveals the traditional approach to scores of problems in corporation law, an approach which, it is submitted, can lead the incautious into considerable trouble.
Corporations - Liability Of Directors To Creditors For Negligent Management
Corporations - Liability Of Directors To Creditors For Negligent Management
Michigan Law Review
There is much confusion in the cases concerning a director's liability to a creditor for negligent management of the corporation. A clearer answer might be indicated by an examination of analogous situations involving individuals instead of corporations. It adds confusion to the law to have a different rule for a corporation than for a human being, and such a result should be avoided unless separate treatment is required by something inherent in the corporation. The least that can happen if a court thinks along these lines is that it will be more likely to know what it is doing.
Corporations-Voting Trusts-Public Policy
Corporations-Voting Trusts-Public Policy
Michigan Law Review
Owning practically all the stock in two corporations, the decedent by will divided his holdings equally among his six children. To perpetuate the control of two sons who had been in active management for ten or twelve years, the other children transferred their stock in trust to the two sons to hold during the lives of these two or the life of the survivor, to vote, and to collect and pay over dividends. In an action by beneficiaries representing one-third of the stock to have the trust instruments declared void, the court held that the trust was not against public …