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Articles 1 - 12 of 12
Full-Text Articles in Business Organizations Law
Corporations - Employee Stock Option Plans - Nature Of Consideration Required For Valid Plan, Richard E. Day
Corporations - Employee Stock Option Plans - Nature Of Consideration Required For Valid Plan, Richard E. Day
Michigan Law Review
Restricted stock option plans, approved by a majority of the stockholders, were adopted by the defendant corporation in 1951 and 1952 pursuant to, and in compliance with, section 218 of the Revenue Act of 1950, for the purpose of" ... providing an incentive to participating key executive employees in the form of an opportunity to acquire a greater proprietary interest in the corporation and thus stimulate their efforts in the corporate welfare .... " The options were effective and exercisable anytime from the date of issuance to the end of a five-year period, with provision for termination three months after …
Corporations - Statutes Providing For Both Cumulative Voting And Classified Boards, David W. Swanson S.Ed.
Corporations - Statutes Providing For Both Cumulative Voting And Classified Boards, David W. Swanson S.Ed.
Michigan Law Review
The shareholders of the Winous Company amended the articles of incorporation to provide for staggered elections whereby one of the three directors would be elected each year to serve a three-year term. The Ohio Code provides for classified boards, and contains a guarantee of the right to vote cumulatively which is not to be restricted by the articles of incorporation. The county court of appeals reversed the court of common pleas and held the amendment invalid because it nullified the right to vote cumulatively. They interpreted the cumulative voting provision as specific and therefore a limitation on the more general …
Corporations - Shareholders - Majority Liability For Improper Stock Redemption By Corporation And For Misrepresentations In Private Stock Purchases From Minority Holders, James M. Tobin
Michigan Law Review
In 1942 a seemingly innocuous suit was brought against the Axton-Fisher Tobacco Corporation to determine the propriety of the alteration of a stock redemption. In 1955 Judge Leahy of the Federal District Court for Delaware handed down an opinion on the damages and relief to be given in the case in what he hopefully termed was the final phase of this famous litigation. It is the purpose of this comment to appraise the basis of the recovery allowed by Judge Leahy. Two readily distinguishable problems will be treated: (1) the nature of relief from a stock redemption called by fiduciaries …
Municipal Corporations - Police Power - Delegation Of Power To Patrol Highways To Private Corporation, George Kircos
Municipal Corporations - Police Power - Delegation Of Power To Patrol Highways To Private Corporation, George Kircos
Michigan Law Review
Defendant was stopped for speeding in Comstock Township, Michigan, and given a "violation ticket". by an employee of Charles Services, Inc., a private corporation which patrolled the highway under an arrangement with the township. At the trial defendant objected to the admission of evidence establishing him as the driver of the speeding vehicle on the ground that it was obtained by one not authorized by law to arrest him. On appeal from conviction, held, affirmed. Evidence obtained by the employee of Charles Services, Inc., is admissible because defendant did not sustain the burden of proving that the employee was …
Municipal Corporations - Tort Liability - Duty To Protect Police Informer, Cyril Moscow
Municipal Corporations - Tort Liability - Duty To Protect Police Informer, Cyril Moscow
Michigan Law Review
Decedent furnished information leading to the arrest of the notorious "Willie the Actor" Sutton. The police, after being notified of anonymous threats to decedent's person, furnished protection, which was later withdrawn. Soon afterwards, decedent was murdered by unknown assailants. Decedent's administrator brought this action to recover damages for his death, claiming that there was a failure to provide adequate police protection. The trial court dismissed the action. On appeal, held, affirmed per curiam, one justice dissenting. As a member of the general public, no duty of special protection was owed the decedent. Even assuming such a duty existed, it …
Corporations - Officers And Directors - Effect Of An Equitable Lien On Directors' Liability, Robert Steele
Corporations - Officers And Directors - Effect Of An Equitable Lien On Directors' Liability, Robert Steele
Michigan Law Review
Defendants, directors of a corporation, appealed from a judgment against them in favor of their company's creditor. The corporation had executed a note promising to repay plaintiff's loan out of the funds from a forthcoming stock issue. The board of directors passed a resolution ordering the officers to repay plaintiff in this manner. The money was then spent for other purposes, with the knowledge of the individual directors, after which the corporation became insolvent. On appeal, held, affirmed. The note and resolution imposed an equitable lien on the fund from the stock sale. The corporation's conversion of this interest …
Corporations - Political Activities - Interpretation Of Statute Prohibiting Political Contributions By Corporation, George Kircos
Corporations - Political Activities - Interpretation Of Statute Prohibiting Political Contributions By Corporation, George Kircos
Michigan Law Review
Defendant corporation, organized to promote the recall of Senator Joseph R. McCarthy, was charged with violating section 346.12 of the Wisconsin statutes, which prohibits corporations doing business in Wisconsin from paying or contributing any money, etc., to promote or defeat the candidacy of any person for nomination, appointment, or election to any political office. The trial court entered a forfeiture judgment against the defendant. On appeal, held, reversed. The statutory phrase "doing business" was intended to limit the scope of the prohibition to corporations organized for profit. Corporations, such as the defendant, organized solely for political purposes are not …
Corporations - Shareholders - Use Of Corporate Funds For Proxy Contest Expenses, Julius B. Poppinga S.Ed.
Corporations - Shareholders - Use Of Corporate Funds For Proxy Contest Expenses, Julius B. Poppinga S.Ed.
Michigan Law Review
Following a proxy contest in which the insurgent faction of stockholders was successful, the new board of directors paid out $28,000 to members of the old board to cover expenses incurred by them, and also used $127,000 to reimburse the prevailing group. The latter expenditure was approved by a sixteen-to-one majority vote of the stockholders. Plaintiff brought a derivative action seeking restoration of both amounts. The trial court dismissed the complaint, and the appellate division affirmed this judgment. On appeal to the New York Court of Appeals, held, affirmed, three judges dissenting. Corporate directors may make reasonable expenditures in …
Corporations - Shareholders - Power Of The Majority To Ratify Director's Fraud, Paul A. Heinen
Corporations - Shareholders - Power Of The Majority To Ratify Director's Fraud, Paul A. Heinen
Michigan Law Review
Plaintiff, a stockholder in the Kroger Company, brought a derivative suit against a subsidiary of the company and certain officers and directors of both the parent and the subsidiary. It was alleged that . Kroger's directors had fraudulently waived the company's preemptive right to a new issue of stock of the subsidiary and had then purchased the shares for their own accounts at a price far below the market value. The defendants answered that the sale had been ratified by a majority in interest of disinterested stockholders to whom all the details of the transaction had been explained, and denied …
Corporations - Officers And Directors - Acquistion Of Corporate Opportunity After Rejection By Board Of Directors, James M. Tobin
Corporations - Officers And Directors - Acquistion Of Corporate Opportunity After Rejection By Board Of Directors, James M. Tobin
Michigan Law Review
Defendant Odlum, president and director of Airfleets, Inc., was privately offered the opportunity to buy patents for a self-locking nut and the stock of the company which held an exclusive license to manufacture it. The board of directors, when offered the opportunity by Odlum, approved purchase of the stock but rejected the patent rights. Odlum then purchased these rights for himself and a minority stockholder brought a derivative suit for an accounting. Held, a director is absolutely disqualified from purchasing a corporate opportunity for himself, even after the opportunity has been rejected by a disinterested majority of the board …
Corporations - Officers And Directors - Agreement Interfering With Management By Board Of Directors, Edward H. Hoenicke S.Ed.
Corporations - Officers And Directors - Agreement Interfering With Management By Board Of Directors, Edward H. Hoenicke S.Ed.
Michigan Law Review
Plaintiffs, minority stockholders in a closely held corporation, asked that the court declare invalid an agreement between the majority stockholders and their "agent-directors" for the management of the business. The agreement provided that for ten years the stock of the parties to the agreement would be voted as a unit as any seven of the agents should direct or, if they could not agree, as directed by an arbitrator chosen by them. The agents were to be elected to the board of directors by the stockholders who appointed them. Under a cumulative voting provision, the parties to the agreement had …
Corporations - Stockholders - Fiduciary Relationship In Sale Of Controlling Stock Interest, Morton A. Polster S.Ed.
Corporations - Stockholders - Fiduciary Relationship In Sale Of Controlling Stock Interest, Morton A. Polster S.Ed.
Michigan Law Review
This comment is concerned with the duty owed by the controlling stockholders to the non-controlling stockholders when there is a sale of the controlling interest. Recently this question was considered by the United States Court of Appeals for the Second Circuit in Perlman v. Feldmann, and the opinion, reversing the lower court and accompanied by a vigorous dissent by Judge Swan, deserves careful consideration.