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Full-Text Articles in Business Organizations Law
Corporations - Officers And Directors - Liability For Realizing Less Than Full Value From Sale Of Corporate Assets On Dissolution, Howard N. Thiele, Jr.
Corporations - Officers And Directors - Liability For Realizing Less Than Full Value From Sale Of Corporate Assets On Dissolution, Howard N. Thiele, Jr.
Michigan Law Review
The defendants were directors, officers, and sole stockholders of a corporation engaged in the business of wholesaling electrical supplies. The business gradually declined until the corporation was no longer able to meet maturing obligations, even though expenses had been cut to a minimum. After trying unsuccessfully to borrow more money the defendants decided to wind up the business. Faced with several possible methods of liquidation, they chose to sell the assets at an open auction sale. The net proceeds of the sale were about $20,000, while the cost of the inventory had been at least $60,000. The creditors, through the …
Federal Procedure - Venue Of Corporations - Inapplicability Of 28 U.S.C. §1391 (C) To Removal Actions, George B. Berridge S.Ed.
Federal Procedure - Venue Of Corporations - Inapplicability Of 28 U.S.C. §1391 (C) To Removal Actions, George B. Berridge S.Ed.
Michigan Law Review
Plaintiff, a resident of Florida, brought a libel action in a Florida court against the publisher of Look, an Iowa corporation. Defendant maintained no office in Florida, and sold its magazines to two independent wholesale companies for distribution to . Florida retailers; it was on an agent of one of these wholesalers that process was originally served. However, defendant did employ a "circulation road man," who traveled throughout several states including Florida to check retail outlets for complaints and to see that proper displays were maintained. Defendant removed the action to the Federal District Court for the Southern District …
Corporations - Sale Of Assets As A Means Of Avoiding State Constitutional Limitation On Corporate Life, Judson M. Werbelow
Corporations - Sale Of Assets As A Means Of Avoiding State Constitutional Limitation On Corporate Life, Judson M. Werbelow
Michigan Law Review
Defendant, a Michigan corporation, was incorporated in 1923 for a term of thirty years, the maximum term permitted by the Michigan constitution. Shortly before this thirty-year term was to expire, majority and minority stockholders engaged in unsuccessful negotiations, each group attempting to purchase the other's interest in the corporation. A special stockholders' meeting was then called to consider a proposed renewal of the corporate term. This proposal failed to gamer the vote of two-thirds of the outstanding shares which was required for approval. The attorneys representing the majority shareholders proceeded to organize a dummy corporation, which in tum offered the …