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Full-Text Articles in Law
Corporations-Stockholder's Suit To Compel Declaration Of Dividends- Necessity Of Directors As Parties, Daniel A. Isaacson S.Ed.
Corporations-Stockholder's Suit To Compel Declaration Of Dividends- Necessity Of Directors As Parties, Daniel A. Isaacson S.Ed.
Michigan Law Review
Plaintiff, a citizen of New York and the owner of some preferred stock in the defendant Delaware corporation, brought a class action against the corporation in a federal district court in Pennsylvania to compel the declaration and payment of dividends on the preferred stock, alleging that the directors had acted in had faith in violation of their duties as fiduciaries. Defendant's articles of incorporation provided that the preferred stock was entitled to receive dividends "when and as declared by the Board of Directors"; the by-laws permitted a majority of the hoard to constitute a quorum for purposes of transacting business. …
Corporations-Right Of Directors To Enforce At Face Value Claims Against The Corporation Purchased At A Discount During Insolvency, Robert H. Frick S.Ed.
Corporations-Right Of Directors To Enforce At Face Value Claims Against The Corporation Purchased At A Discount During Insolvency, Robert H. Frick S.Ed.
Michigan Law Review
From 1942 to the initiation of bankruptcy proceedings the assets of the debtor corporation were insufficient to pay its liabilities, and, with the exception of 1945, it operated at a deficit. In 1946 the assets of the corporation were sold, and the debtor filed a petition under Chapter XI of the Bankruptcy Act Prior to the filing of the petition, but during the period of insolvency, the respondents, the sister, mother, and a personal friend of a director, acquired debenture bonds of the corporation, primarily from over-the-counter dealers, at 3% to 14% of face value, the aggregate cost being $10,000. …
Contracts-Validity Of "No Damage" Clause, Nancy J. Ringland
Contracts-Validity Of "No Damage" Clause, Nancy J. Ringland
Michigan Law Review
A "no damage" clause in a contract with a housing authority for the construction of a housing development provided that "no payment or compensation of any kind shall be made to the contractor for damages because of hindrance or delay from any cause in the progress of the work, whether such delays be avoidable or unavoidable." Contractor sought to recover from the housing authority for delay caused by arbitrary and unreasonable conduct of the authority. Held, the contractor could not recover unless the delay or hindrance was caused by fraud, bad faith, or malicious intent. Psaty & Fuhrman, Inc. …