Open Access. Powered by Scholars. Published by Universities.®

Law Commons

Open Access. Powered by Scholars. Published by Universities.®

1961

Business Organizations Law

Articles 1 - 23 of 23

Full-Text Articles in Law

A Critique Of The Business-Purpose Doctrine, Robert S. Summers Dec 1961

A Critique Of The Business-Purpose Doctrine, Robert S. Summers

Cornell Law Faculty Publications

The aims of this article are: (1) to define the nature and significance of the business-purpose doctrine as applied in the field of Federal income taxation; (2) to summarize several considerations that support abandonment of the doctrine; and (3) to consider whether a substitute doctrine is needed. Several recent cases indicate that the influence of the business-purpose doctrine is declining, and in the recent case of Knetsch v. United States the Supreme Court appears to have substituted an alternative doctrine. The dual thesis of the present article is that the business-purpose doctrine ought to be abandoned and that there is …


Taxation- Federal Income Tax-Status Of Stock-For-Stock Exchange Where Boot Is Involved, Roger B. Harris S. Ed Nov 1961

Taxation- Federal Income Tax-Status Of Stock-For-Stock Exchange Where Boot Is Involved, Roger B. Harris S. Ed

Michigan Law Review

Taxpayer was the sole stockholder of International Dairy Supply Company. In 1952, Foremost Dairies, Inc. acquired from taxpayer all his stock in Supply Company in exchange for 82,375 shares of Foremast's common stock and 3,000,000 dollars cash. Taxpayer reported as gain from the transaction only the 3,000,000 dollars "boot" received, less allowable expenses. The Commissioner determined a deficiency of 278,823 dollars, asserting that the nonrecognition provision of the 1939 Code counterpart of section 356 (a) (1) was inapplicable and therefore taxpayer's entire gain realized on the disposition must be recognized. The Tax Court upheld taxpayer's contention that by virtue of …


Agency—Agent Liable For Unauthorized Representations Though Principal Not Liable By Virtue Of Disclaimer Clause, Roger A. Olson Oct 1961

Agency—Agent Liable For Unauthorized Representations Though Principal Not Liable By Virtue Of Disclaimer Clause, Roger A. Olson

Buffalo Law Review

Wittenberg v. Robinou, 9 N.Y.2d 261, 213 N.Y.S.2d 430 (1961).


Corporations—Public Policy Test In Membership Corporation Charter Applications Overruled, Peter D. Cook Oct 1961

Corporations—Public Policy Test In Membership Corporation Charter Applications Overruled, Peter D. Cook

Buffalo Law Review

Assoc. for the Preservation of Freedom of Choice, Inc. v. Shapiro, 9 N.Y.2d 376, 214 N.Y.S.2d 388 (1961).


Corporations—"Continuing Wrong" Theory Adopted In Action For Inadequate Freight Rates, Donald G. Mcgrath Oct 1961

Corporations—"Continuing Wrong" Theory Adopted In Action For Inadequate Freight Rates, Donald G. Mcgrath

Buffalo Law Review

Ripley v. International Railways of Central America, 8 N.Y.2d 430, 209 N.Y.S.2d 289 (1960).


Corporations—Corporation Bound By Collective Bargaining Agreement Of Its Predecessor Partnership, Donald P. Simet Oct 1961

Corporations—Corporation Bound By Collective Bargaining Agreement Of Its Predecessor Partnership, Donald P. Simet

Buffalo Law Review

Reif v. Williams Sportswear, Inc., 9 N.Y.2d 387, 214 N.Y.S.2d 395 (1961).


Corporations—Election Not In Accord With Corporate By-Laws Held Void, Buffalo Law Review Board Oct 1961

Corporations—Election Not In Accord With Corporate By-Laws Held Void, Buffalo Law Review Board

Buffalo Law Review

Sousa v. New York State Knights of Columbus, 10 N.Y.2d 68, 217 N.Y.S.2d 58 (1961).


Corporations—Statutory Revisions Incorporated By Reference In Charter, Buffalo Law Review Board Oct 1961

Corporations—Statutory Revisions Incorporated By Reference In Charter, Buffalo Law Review Board

Buffalo Law Review

Fruhling v. Amalgamated Housing Corp., 9 N.Y.2d 541, 215 N.Y.S.2d 493 (1961).


"A Roadmap Of Subchapter S"..., Robert S. Bersch Oct 1961

"A Roadmap Of Subchapter S"..., Robert S. Bersch

William & Mary Law Review

No abstract provided.


Corporations, J. Gordon Gose Sep 1961

Corporations, J. Gordon Gose

Washington Law Review

Covers recent laws on fiduciary security transfers and oln shareholders' consent in lieu of meeting.


American Bar Foundation: Model Business Corporation Act Annotated, Norman D. Lattin Jun 1961

American Bar Foundation: Model Business Corporation Act Annotated, Norman D. Lattin

Michigan Law Review

A Review of Model Business Corporation Act Annotated. American Bar Foundation.


Tingle: The Stockholder's Remedy Of Corporate Dissolution, Hugh L. Sowards Apr 1961

Tingle: The Stockholder's Remedy Of Corporate Dissolution, Hugh L. Sowards

Michigan Law Review

A Review of The Stockholder's Remedy of Corporate Dissolution. By James O'Malley Tingle


Taxation-Federal Income Tax-Corporation Held Not Collapsible Where View To Sell Arose After Construction Completed, Amalya L. Kearse Mar 1961

Taxation-Federal Income Tax-Corporation Held Not Collapsible Where View To Sell Arose After Construction Completed, Amalya L. Kearse

Michigan Law Review

Petitioners had formed a corporation for the purpose of building and operating a housing project. After the construction was completed and most of the apartments rented, small cracks were discovered in the buildings. Without soliciting engineering or other technical opinion, petitioners sold their stock in the corporation. The Tax Court upheld respondent-commissioner's taxing the profit from the sale of stock as ordinary income rather than capital gain, on the theory that the corporation was "collapsible" under section 117 (m) of the Internal Revenue Code of 1939. On appeal, held, reversed. Since the view to the sale of stock did …


Damages--Corporations--Corporate Liability For Exemplary Damages, Nick George Zegrea Feb 1961

Damages--Corporations--Corporate Liability For Exemplary Damages, Nick George Zegrea

West Virginia Law Review

No abstract provided.


Corporations - Directors - Validity Of By-Law Permitting Removal Of Directors Without Cause, Timothy F. Scanlon Feb 1961

Corporations - Directors - Validity Of By-Law Permitting Removal Of Directors Without Cause, Timothy F. Scanlon

Michigan Law Review

A by-law of defendant, a Delaware corporation, permitted removal of a director with or without cause by a majority vote of the stockholders. The certificate of incorporation provided for a staggered board system which divided the board of directors into three groups, the term of one group expiring at each annual meeting. At a special stockholders' meeting three directors were removed without cause. Plaintiff, majority stockholder of the corporation, instituted an action to determine the validity of the removal. Held, the three directors were improperly removed since the by-law which allowed removal without cause was inconsistent with the certificate …


Notes: Director’S Statutory Action In New York, Sidney Kwestel Jan 1961

Notes: Director’S Statutory Action In New York, Sidney Kwestel

Scholarly Works

No abstract provided.


Corporations - Securities Regulation - Violation Of Proxy Regulations Gives Private Right Of Action But Federal Courts Are Limited Regarding Remedy, Thomas A. Hogan Jan 1961

Corporations - Securities Regulation - Violation Of Proxy Regulations Gives Private Right Of Action But Federal Courts Are Limited Regarding Remedy, Thomas A. Hogan

Villanova Law Review

No abstract provided.


Arrangements Which Protect Minority Shareholders Against Squeeze-Outs, F. Hodge O'Neal Jan 1961

Arrangements Which Protect Minority Shareholders Against Squeeze-Outs, F. Hodge O'Neal

Faculty Scholarship

No abstract provided.


Book Review. The Corporation In Modern Society. Edited By Edward S. Mason, Thomas Ehrlich Jan 1961

Book Review. The Corporation In Modern Society. Edited By Edward S. Mason, Thomas Ehrlich

Articles by Maurer Faculty

No abstract provided.


Book Review, William K. Gardner Jan 1961

Book Review, William K. Gardner

Cleveland State Law Review

Reviewing Reed Rowley, Rowley on Partnership, 2d Ed., Bobbs-Merrill Co., 2 vol., 1960


Corporations - Stockholders' Suit - State Security For Expenses Statute Is Inapplicable In Stockholders' Derivative Suit In Federal Court For Violation Of Securities Exchange Act Provision And Regulation Thereunder, John B. Lieberman Iii Jan 1961

Corporations - Stockholders' Suit - State Security For Expenses Statute Is Inapplicable In Stockholders' Derivative Suit In Federal Court For Violation Of Securities Exchange Act Provision And Regulation Thereunder, John B. Lieberman Iii

Villanova Law Review

No abstract provided.


Stein & Nicholson: American Enterprise In The European Common Market: A Legal Profile. Vol. Ii, Sigmund Timberg Jan 1961

Stein & Nicholson: American Enterprise In The European Common Market: A Legal Profile. Vol. Ii, Sigmund Timberg

Michigan Law Review

A Review of American Enterprise in the European Common Market: A Legal Profile. Vol. II. Volume Two. Edited by Eric Stein and Thomas L. Nicholson.


The Close Corporation Under Kentucky Law, Willburt D. Ham Jan 1961

The Close Corporation Under Kentucky Law, Willburt D. Ham

Kentucky Law Journal

No abstract provided.