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Articles 1 - 7 of 7
Full-Text Articles in Law
Far-Reaching Equitable Remedies Under The Securities Acts And The Growth Of The Federal Corporate Law, Robert J. Malley
Far-Reaching Equitable Remedies Under The Securities Acts And The Growth Of The Federal Corporate Law, Robert J. Malley
William & Mary Law Review
No abstract provided.
Creditor Setoffs In Bankruptcy Reorganizations: An Analysis Of Baker V. Gold Seal Liquors, Inc., Michigan Law Review
Creditor Setoffs In Bankruptcy Reorganizations: An Analysis Of Baker V. Gold Seal Liquors, Inc., Michigan Law Review
Michigan Law Review
In an action between a debtor and a creditor, the debtor may seek to reduce his liability by pleading counterclaims. A permissive counterclaim-any claim against the creditor not arising out of the transaction or occurrence that is the subject matter of the creditor's claim--is typically termed a "setoff" to the extent that it does not involve affirmative relief. If the debtor is insolvent and seeks bankruptcy relief, setoffs may result in priorities whereby one creditor gains preference in the distribution of the debtor's estate over other creditors of the same class or even of a superior class. For example, if …
Income Tax--Corporate Liquidations--Deductability Of Legal Expenses, Gary L. Call
Income Tax--Corporate Liquidations--Deductability Of Legal Expenses, Gary L. Call
West Virginia Law Review
No abstract provided.
Providing An Effective Remedy In Shareholder Suits Against Officers, Directors, And Controlling Persons, Michael H. Woolever
Providing An Effective Remedy In Shareholder Suits Against Officers, Directors, And Controlling Persons, Michael H. Woolever
University of Michigan Journal of Law Reform
Corporate officers, directors, and controlling persons occupy a fiduciary relationship toward the corporation and its shareholders in the exercise of control over corporate affairs. This fiduciary obligation requires that officers, directors, and controlling persons act in good faith and perform their offices in the best interests of the corporation and its shareholders and not to their own advantage. When this duty is breached, a shareholder may bring an action against these fiduciaries, either in his own name or derivatively for the benefit of the corporation. Under present law, however, it may be impossible for an American court to secure jurisdiction …
The Responsibility Of A Corporation: An Attempt At Implementation, Jan G. Deutsch
The Responsibility Of A Corporation: An Attempt At Implementation, Jan G. Deutsch
Villanova Law Review
No abstract provided.
Line-Of-Business Reporting: A Legal Basis, J. V. Baumler
Line-Of-Business Reporting: A Legal Basis, J. V. Baumler
Cleveland State Law Review
The action of the SEC has mooted, for regulated firms, the question of whether or not an obligation existed to report a segmented earnings statement even without administrative regulation. Some had suggested that such an obligation did exist. No matter; the question is now answered affirmatively, such reports must be prepared. We are none-the-less left with the thorny question of how best to provide segmented financial reports. The next section of this paper will identify the major problems of implementation. Then attention will be focused upon one of these problems and an examination will be made of its possible resolution …
A Definition Of "Liabilities" In Code Sections 357 And 358(D), Douglas A. Kahn, Dale A. Oesterle
A Definition Of "Liabilities" In Code Sections 357 And 358(D), Douglas A. Kahn, Dale A. Oesterle
Articles
Internal Revenue Code section 351(a) provides that no gain or loss shall be recognized if property is transferred to a corporation solely in exchange for its stock or securities and the transferors control the corporation immediately after the exchange. If, in addition to receiving stock or securities in an exchange that would otherwise qualify for section 351 treatment, a transferor receives other property or money -- "boot" -- any realized gain is recognized up to the amount of the money and the fair market value of the other property received. The transferee corporation's assumption of the transferor's liabilities or its …