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Articles 1 - 12 of 12
Full-Text Articles in Law
Corporations - Capital And Stock - Applicability Of Restrictions On Transfer Of Stock To Transfer Caused By Death, Robert P. Luciano
Corporations - Capital And Stock - Applicability Of Restrictions On Transfer Of Stock To Transfer Caused By Death, Robert P. Luciano
Michigan Law Review
The stock of the Taylor Trunk Company, with the exception of the two shares now in controversy, was divided equally between two brothers, the remaining two shares having been held by a third brother now deceased. A by-law provided: "That no transfer or sale of the stock of the Company can be made without first offering said stock for sale to the remaining stockholders. . . ." The administrator with will annexed and the legatee of the decedent sought in this action to have the two shares of stock owned by decedent at his death transferred on the books of …
Executive Compensation And Federal Securities Legislation, Myer Feldman, V. Henry Rothschild
Executive Compensation And Federal Securities Legislation, Myer Feldman, V. Henry Rothschild
Michigan Law Review
In this article we first consider the type of compensation plan or arrangement which must be registered with the Securities and Exchange Commission. We shall then outline the requirements for disclosing the plan and its terms, as imposed by federal securities legislation and administrative regulation thereunder.
Corporations - Shareholders - Delegation Of Director's Principal Duties Insufficient To Invalidate A Voting Trust, Gerald D. Rapp
Corporations - Shareholders - Delegation Of Director's Principal Duties Insufficient To Invalidate A Voting Trust, Gerald D. Rapp
Michigan Law Review
The directors of an intermediate unit in a string of holding companies caused the corporation's sole substantial asset, the stock representing control of a subordinate holding company, to be deposited in a voting trust. Most of these directors, serving one-year terms, comprised the majority of the trustees who were to serve for the life of the ten-year trust. This act served to insulate the lower companies from the control of plaintiffs who were majority shareholders of the top holding company. The plaintiffs sought an injunction restraining the use by the trustees of the stock controlled by the trust to effect …
Federal Jurisdiction - Securities And Exchange Commission - Application Of Rule X - 10b-5 To Transactions Involving Non-Securities, Richard Singer
Federal Jurisdiction - Securities And Exchange Commission - Application Of Rule X - 10b-5 To Transactions Involving Non-Securities, Richard Singer
Michigan Law Review
Plaintiff brought an action for damages and the cancellation of certain instruments under section 10 (b) of the Securities Exchange Act of 1934 and rule X-10B-5 promulgated thereunder by the Securities and Exchange Commission. She proved a series of interrelated acts which took place over a period of months by which the defendants fraudulently deprived her of both securities and other property. The defendants objected to the jurisdiction of the district court on the ground that rule X-10B-5 was not applicable to transactions involving non-securities. The district court retained jurisdiction on the theory that all of the acts complained of …
Corportations - Cumulative Voting, Classified Boards And Proportional Representation, William R. Luney S.Ed.
Corportations - Cumulative Voting, Classified Boards And Proportional Representation, William R. Luney S.Ed.
Michigan Law Review
In two recent decisions, Wolfson v. Avery and Janney v. Philadelphia Transportation Co., a constitutional provision guaranteeing to every corporate shareholder the right to cumulate his votes in an election of directors was construed in light of a statute authorizing the classification of directors and the election of only one class annually. In both, it was argued by a minority shareholder that the constitutional provision guaranteed him representation on the board proportional to his stock holdings, and that the classification statute, authorizing a reduction of the number of directors to be elected at each election, required a greater number …
Corporations - Liquidation Upon Deadlock In Closely-Held Corporation - Interpretion Of Wisconsin Statute, Strong V. Fromm Laboratories,, Paul Komives
Michigan Law Review
Plaintiff, as trustee of an estate, held fifty percent of the shares of a going corporation. An election to fill all four positions on the corporation's board of directors was held. Since a by-law required that directors be shareholders, plaintiff was the only member of his own faction for whom he could vote. The opposing faction, holding the remaining fifty percent of the shares, had four eligible candidates. Votes for each of the four were cast, with one receiving one vote less than the other three. Plaintiff voted all of his shares for himself and also cast a vote of …
Corporations - Appraisal Statutes - Elements In Valuation Of Corporate Stock, John C. Baity
Corporations - Appraisal Statutes - Elements In Valuation Of Corporate Stock, John C. Baity
Michigan Law Review
The purpose of this comment is to consider the elements of stock valuation generally applicable under the statutory appraisal remedies, and to analyze in some detail the interpretation of such a statute in one jurisdiction-Delaware.
Corporations - Watered Stock - Rejection Of Statutory Obligation Theory, Michael Mcnerney S.Ed.
Corporations - Watered Stock - Rejection Of Statutory Obligation Theory, Michael Mcnerney S.Ed.
Michigan Law Review
Plaintiff, a judgment creditor of a corporation in which defendant was a stockholder, sued for the difference between the aggregate par value of the defendant's shares and the value of the consideration he paid to the corporation for them. After a verdict for plaintiff, the trial court granted a motion for a new trial. On appeal, held, affirmed. Liability of shareholders for watered stock is based on the misrepresentation theory in California, and there was no evidence that plaintiff relied on the stated capital in extending credit. Bing Crosby Minute Maid Corp. v. Eaton, (Cal. 1956) 297 P. …
Corporations - Dividends - Date From Which Cumulative Dividends Accrue, Dudley Chapman
Corporations - Dividends - Date From Which Cumulative Dividends Accrue, Dudley Chapman
Michigan Law Review
Defendant corporation issued preferred stock in 1937 under a charter amendment which provided that such stock should " ... pay dividends at the rate of six percent ... , but when not so earned and paid, the dividends so provided shall be cumulative. Said dividends shall be paid annually beginning the Fifteenth (15th) day of March, 1938... " The plaintiff held 100 shares of defendant's preferred stock issued in 1945, and the above provision appeared on his certificate. During dissolution of the defendant in 1955, the plaintiff claimed cumulative dividends from 1938 as an innocent purchaser for value, basing his …
Corporations - Securities: Regulation - Parent Corporation As Insider Realizing Shortswing Profit, Allan L. Bioff
Corporations - Securities: Regulation - Parent Corporation As Insider Realizing Shortswing Profit, Allan L. Bioff
Michigan Law Review
Parent corporation, owning a majority of the outstanding voting securities of its subsidiary, sold 120,000 shares of the subsidiary's common stock. A substantial shortswing profit was realized on 4115 shares which had been purchased on the open market five months earlier. The sale, whereby the parent was to divest itself of control of its subsidiary, was made pursuant to an agreement between both companies and approved by a majority of the voting stock of each. Section 16 (b) of the Securities Exchange Act of 1934 provides that officers, directors and beneficial owners of more than ten percent of any class …
Corporations - Stockholders - Availability Of Federal Remedy As Basis For Denial Of Attorney Fees In Derivative Action, Jerome Prewoznik
Corporations - Stockholders - Availability Of Federal Remedy As Basis For Denial Of Attorney Fees In Derivative Action, Jerome Prewoznik
Michigan Law Review
Defendants were directors of Merritt, Chapman and Scott Corporation and of Montgomery Ward & Co., Inc. simultaneously. Plaintiff, a stockholder in Merritt, instituted a derivative suit to compel the resignation of defendants from their positions with Ward on the ground that an interlocking directorate existed making Merritt subject to criminal and civil prosecution under federal law. Defendants resigned before judgment. Plaintiff, arguing that its suit was the cause of the resignations and that Merritt was thereby benefited, moved for an award of counsel fees to be assessed against Merritt. Held, application for counsel fee denied. Plaintiff could have achieved …
Corporations - Stockholder's Suit - Necessity Of Demand On Other Stockholders In Derivative Action, John C. Dowd
Corporations - Stockholder's Suit - Necessity Of Demand On Other Stockholders In Derivative Action, John C. Dowd
Michigan Law Review
In two related cases, a holder of common stock brought a derivative suit against the directors of his corporation claiming their illegal acts had deprived the corporation of assets. On defendants' motion to dismiss and for summary" judgment, held, judgment for the defendants. Plaintiff's failure to allege either that he had presented his claim to the stockholders at a stockholders' meeting or that a majority of the stockholders' votes were under the control of the directors defeated his action. Carroll v. New York, New Haven & Hartford R.; Glenmore v. Alpert, (D.C. Mass. 1956) 141 F. Supp. 456.