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- Gord v. Iowana Farms Milk Co. (1)
- Gottlieb v. McKee (1)
- Hamilton Mfg. Co. v. United States (1)
- Insider selling (1)
- Internal Revenue Code of 1954 (1)
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- Lewis v. H.P. Hood & Sons Inc. (1)
- Mohawk Carpet Mills Inc. v. Delaware Rayon Company (1)
- Murray v. Murray Laboratories (1)
- Park & Tilford v. Schulte (1)
- Preferred stock bail-out (1)
Articles 1 - 11 of 11
Full-Text Articles in Business Organizations Law
Corporations - Stockholders - Effect Of State Constitutional Provisions On Liabilty To Creditors For Unpaid Subscriptions, Douglas Peck S.Ed.
Corporations - Stockholders - Effect Of State Constitutional Provisions On Liabilty To Creditors For Unpaid Subscriptions, Douglas Peck S.Ed.
Michigan Law Review
Basset and Company, an Oklahoma corporation, issued stock to defendant for which defendant never paid. The sum due was carried on the corporate books as "subscriptions receivable." The corporation became bankrupt and the trustee brought suit in the federal district court to recover the amount due on the subscriptions. Held, judgment for the defendant. Under the Oklahoma Constitution, where stock is issued for consideration which is less than par value, the issue is void. The stock certificate cannot serve as a consideration to support the would-be stockholder's promise to pay for the stock, and no liability attaches to the …
Corporations - Extent To Which Vote Of Proxy Binds The Shareholders, Herbert R. Brown S.Ed.
Corporations - Extent To Which Vote Of Proxy Binds The Shareholders, Herbert R. Brown S.Ed.
Michigan Law Review
Plaintiff; in a derivative action, charged certain directors of the corporation with appropriating a corporate opportunity to their own benefit. Defendant directors moved for summary judgment· on the ground that the questioned transaction was ratified by the stockholders, with plaintiff's stock being voted by proxy in favor of ratification. Held, motion for summary judgment denied. The plaintiff was not estopped from suit even though her proxyholder, the corporation management, voted her stock for the ratification, since she had no notice that the question was to be voted on when she gave her proxy. Gottlieb v. McKee, (Del. Ch. …
Corporations - Provisions In Articles Authorizing Call Of Common Stock At Option Of Corporation, Dale W. Van Winkle S.Ed.
Corporations - Provisions In Articles Authorizing Call Of Common Stock At Option Of Corporation, Dale W. Van Winkle S.Ed.
Michigan Law Review
Amendments to the articles of organization of the defendant corporation provided that the board of directors might at any time purchase its common stock in whole or in part from any holder thereof. After the directors initiated proceedings to purchase a portion of the shares held by plaintiff, plaintiff brought a bill in equity asking that an injunction be issued to restrain the corporation from proceeding further. The superior court entered a decree for the defendant. On appeal, held, affirmed. The provision authorizing the call of common stock is neither forbidden by statute nor contrary to public policy. Lewis …
Corporations - Stockholders - Cancellation Of Stock Issues Without Consideration, James W. Beatty S.Ed.
Corporations - Stockholders - Cancellation Of Stock Issues Without Consideration, James W. Beatty S.Ed.
Michigan Law Review
At the beginning of 1936, plaintiff, a Wisconsin corporation, had an earned surplus deficit of $106,134.89, and a surplus of $685,642.89 created by a reduction of capital stock. Net earnings for 1936 were $121,515.96, none of which were distributed as dividends. An undistributed profits surtax was assessed on the entire current net earnings. Plaintiff sued for a partial refund under an amendment providing retroactive relief for corporations which were prohibited by law from paying dividends during the existence of a deficit in accumulated earnings at the time when the tax was paid. The district court denied relief. On appeal, held …
Corporations - Capital Reduction Surplus As A Source Of Divided Payments, John B. Huck
Corporations - Capital Reduction Surplus As A Source Of Divided Payments, John B. Huck
Michigan Law Review
At the beginning of 1936, plaintiff, a Wisconsin corporation, had an earned surplus deficit of $106,134.89, and a surplus of $685,642.89 created by a reduction of capital stock. Net earnings for 1936 were $121,515.96, none of which were distributed as dividends. An undistributed profits surtax was assessed on the entire current net earnings. Plaintiff sued for a partial refund under an amendment providing retroactive relief for corporations which were prohibited by law from paying dividends during the existence of a deficit in accumulated earnings at the time when the tax was paid. The district court denied relief. On appeal, held …
Corporations - Preference Rights On Dissolution, Robert B. Fiske, Jr. S.Ed.
Corporations - Preference Rights On Dissolution, Robert B. Fiske, Jr. S.Ed.
Michigan Law Review
The capital structure of the defendant corporation consisted of class A, class B, and preferred stock. According to the articles of association, the class A stock was entitled to a ten percent dividend before any dividend was paid on the class B. After the class B stock had also received a ten percent dividend, the two classes were to share equally in any further dividends. The charter further provided that on dissolution the holders of the class A stock were entitled to cash to the amount of the par value of their stock before any payment in …
Taxation - Federal Income Tax - Corporate Accumulations, Stock Dividends And The "Preferred Stock Bail-Out," And Taxability Of The Corporation Upon The Distribution Of "Inventory Assets" Under The Internal Revenue Code Of 1954, Alice Austin S.Ed.
Michigan Law Review
It is the purpose of this discussion to indicate, with respect to corporate accumulations and distributions, some of the major interpretative problems existing under the 1939 code which Congress has failed to resolve, as well as some of the major interpretative difficulties which arise for the first time under the 1954 code.
Corporations - Reclassification Of Securities As A Purchase Under Section 16 (B) Of The Securities And Exchange Act, Eric E. Bergsten
Corporations - Reclassification Of Securities As A Purchase Under Section 16 (B) Of The Securities And Exchange Act, Eric E. Bergsten
Michigan Law Review
Plaintiff, a minority stockholder in the Old Town Corporation, brought action on behalf of the corporation to recover alleged "shortswing" profits made by defendants, who were officers, directors and large shareholders of Old Town, on the sale of 45.9 percent of the outstanding stock of the corporation. The corporation had, with the approval of 78 percent of the owners in interest, reclassified the 320,402 outstanding shares of $5 par common stock as 320,402 shares of $1 par common and 320,402 shares of 40¢ cumulative preferred stock of $7 par value. This reclassification was done for the frank purpose of increasing …
Corporations - The Fudiciary Duty Of Directors In The Issuance Of Stock Subject To Preemptive Rights, Howard M. Downs
Corporations - The Fudiciary Duty Of Directors In The Issuance Of Stock Subject To Preemptive Rights, Howard M. Downs
Michigan Law Review
In Gord v. Iowana Farms Milk Co. , a stockholder protested the issue to the defendant of certain shares of stock in a closely held corporation. At the time of the sale, the plaintiff was a director and secretary-treasurer of the corporation with access to the corporate books and knowledge of the corporate assets. At the meeting at which the stock was issued, the plaintiff signed a statement saying "at the present time I do not elect to purchase any stock. . . ." The stock, sold for $15 a share, had a value variously estimated at $50 to $103.22. …
Corporations - Right Of Shareholder Under Uniform Stock Transfer To Have Shares Transferred Contrary To Corporation By-Laws, Lawrence N. Ravick S.Ed.
Corporations - Right Of Shareholder Under Uniform Stock Transfer To Have Shares Transferred Contrary To Corporation By-Laws, Lawrence N. Ravick S.Ed.
Michigan Law Review
The defendant, a Michigan corporation, adopted a "constitution" (by-laws) which contained the following provisions: " ... no member shall be allowed to own more than five shares of stock at any one time." This restriction was not written into the articles of incorporation or printed upon the stock certificates. Plaintiff was at one time the president and director of the defendant corporation. While an officer, he acquired twenty-five shares of stock, having at the time full knowledge of the by-law provisions. When he was no longer an officer, plaintiff purchased an additional share of defendant's capital stock and requested the …
Corporations - "Personal Interst" Of Directors In Corporate Transactions, Richard R. Dailey
Corporations - "Personal Interst" Of Directors In Corporate Transactions, Richard R. Dailey
Michigan Law Review
Serious dissension had developed between two factions of the seven member board of directors of defendant corporation. Group A, consisting of four members, represented a working majority of the outstanding stock recently acquired by a group of investors. Group B, consisting of three members, had constituted the active management of the corporation for a number of years. The resignation of group B was probable if group A continued to dominate the board. It was proposed that stock of the defendant be exchanged for stock in another corporation. Under the overall plan, group A was to resign and two …