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Articles 1651 - 1676 of 1676
Full-Text Articles in Securities Law
Corporations-Validity Of Option To Convert Preferred Stock Into Mortgage Bonds
Corporations-Validity Of Option To Convert Preferred Stock Into Mortgage Bonds
Michigan Law Review
A corporation issued preferred stock, with a fixed dividend rate, power to elect a director voting as a class, and an option in the holder to convert, at his election, into mortgage bonds which were issued at the same time. After a substantial indebtedness had been incurred by the corporation, the stockholders exercised their option to convert into bonds. The corporation then went into bankruptcy, and in reorganization proceedings, the bondholders claim a preference over general creditors. Held, that the former holders of the preferred stock were stockholders and not creditors of the corporation and that, in the absence …
Corporations -Liability Of Broker On Misleading Circulars
Corporations -Liability Of Broker On Misleading Circulars
Michigan Law Review
The possibilities of civil and criminal liability under the recent Securities Act of 1933 and the Securities Exchange Act of 1934 have caused considerable fear to those business groups which take part in the business of issuing and transferring corporate securities. The federal acts do subject the vendor of securities who induces sales by means of false or misleading prospectuses and circulars to a possibility of civil liability which was not present under the common law. In a recent Michigan case, the court reached substantially the objectives sought by these acts by applying the existing rules of common law in …
Corporations - Right Of Preferred Stockholders To Participate In Dividends Beyond Specified Amount
Corporations - Right Of Preferred Stockholders To Participate In Dividends Beyond Specified Amount
Michigan Law Review
The holders of a minority of the preferred stock of a foundry company petitioned for receivership and repayment of part of the dividends which had been paid to common stockholders, contending that after payment of the stipulated 6 per cent dividend on the preferred stock and a like percentage on the common stock, preferred and common stockholders should participate alike in all further dividends declared. There was no provision in the articles or by-laws of the corporation concerning such participation in dividends. Held, that in the absence of express provision, preferred stockholders are entitled to receive only their guaranteed …
Corporations - Depreciation And Net Profits For Dividend Purposes
Corporations - Depreciation And Net Profits For Dividend Purposes
Michigan Law Review
This discussion will deal only with cash dividends on par value stock. It proceeds on the assumption that dividends in a particular jurisdiction may be paid only from "net profits," but it is not the writer's purpose to interpret "net profits" except so far as that term is affected by depreciation. The discussion will consist of a short examination of the economic nature of depreciation; a consideration of accounting techniques for handling depreciation in the accounts, with an evaluation of these techniques from the point of view of analytical jurisprudence; and a discussion of the case law.
Corporations-Trust Indenture-Notice To Security Holders Of Contents Of Indenture
Corporations-Trust Indenture-Notice To Security Holders Of Contents Of Indenture
Michigan Law Review
Ever since corporate bonds made their appearance more than a century ago, there has been a steady increase in difficult problems relating thereto. Not the least interesting of these problems pertains to the matter of notice to holders of the bonds and other securities of the contents of the indenture under which they are generally issued. The question becomes acute when one of these bondholders starts suit in law or in equity, and is met by the proposition that his right to so sue is limited by the trust indenture. There are two aspects to the matter, and it is …
Corporate Reorganizations-Can Securities Of The New Corporation Be Forced On Recalcitrant Creditors?
Corporate Reorganizations-Can Securities Of The New Corporation Be Forced On Recalcitrant Creditors?
Indiana Law Journal
No abstract provided.
Conflict Of Laws-Foreign Corporations-Stockholder's Individual Liability
Conflict Of Laws-Foreign Corporations-Stockholder's Individual Liability
Indiana Law Journal
No abstract provided.
Corporations - Pre-Emptive Rights In Treasury Shares
Corporations - Pre-Emptive Rights In Treasury Shares
Michigan Law Review
Plaintiff, a former shareholder, sued the directors of a corporation for damages arising out of their alleged refusal to allow him pre-emptive rights in stock that had been issued, re-purchased by the corporation from the shareholders, and re-issued by the defendant-directors to themselves. Upon appeal from an order dismissing the complaint for insufficiency, held, that the order be reversed on the law. Hammer v. Werner, (App. Div. 1933) 265 N. Y. S. 172.
Trusts - For Employees - Definiteness Of Cestui
Trusts - For Employees - Definiteness Of Cestui
Michigan Law Review
The testator by his last will and testament devised a saw mill owned by him to certain trustees, the will reading, "I suggest that my said trustees sell the mill" for a specified price about half the estimated value of the property to a corporation to be organized by "my employees." There was a further provision reading, "I suggest that all the employees who have been in my employment for five years or longer should hold stock in such corporation, should they so desire in such proportions as my trustees shall presence." After the corporation had been organized, the incorporators …
Corporations-Power To Issue And Redeem Preferred Stock
Corporations-Power To Issue And Redeem Preferred Stock
Indiana Law Journal
No abstract provided.
Corporations - Obligation To Refund Dividends Paid Out Of Capital
Corporations - Obligation To Refund Dividends Paid Out Of Capital
Michigan Law Review
The general rule is fairly well established that, where dividends are paid, in whole or in part, out of the capital stock, corporate creditors, being such when the dividend was declared, or becoming such at any subsequent time, may, to the extent of their claims, if such claims are not otherwise paid, compel the stockholders to whom the dividend has been paid to refund whatever portion of the dividend was taken out of the capital stock. This, however, has been modified in the federal courts to the extent that where the dividend, although paid entirely out of capital, was received …
Corporations - Issue Of Stock
Michigan Law Review
The Eastman Kodak Company, a New Jersey corporation, entered into a contract with Vereinigte Fabriken Photagraphischer Papiere of Dresden, a German corporation, whereby it was agreed that the German company would discontinue the manufacture and sale of "Collodion papers" in North America, Great Britain, France, Spain, and Portugal and that those territories would be given over exclusively to the Eastman Company for the manufacture and sale of this paper. In consideration of this concession the Eastman Company issued 28,450 shares of its no par stock to the German company. This stock was later seized by the United States Alien Property …
Corporations -Apportionment Of Part Payment Of Purchase Price Of Stocks Bought In A Unit
Corporations -Apportionment Of Part Payment Of Purchase Price Of Stocks Bought In A Unit
Michigan Law Review
The defendant corporation entered into contracts for the sale of stock in blocks of three shares, two shares of first preferred at fifty dollars each par value and one share of second preferred at fifty dollars par value, the three shares to be sold in a unit for one hundred and thirty-five dollars. The contract contained an agreement that after six monthly payments had been made on the stock, upon default of the remaining payments the corporation would issue certificates of indebtedness for the amount paid in. In the dissolution of the corporation and the distribution of the assets, the …
Corporations-Dividends On Non-Cumulative Preferred Stock
Corporations-Dividends On Non-Cumulative Preferred Stock
Michigan Law Review
Plaintiff held non-cumulative preferred stock in the defendant corporation. From 1925 through 1928 no dividends were declared upon this stock; although earnings were sufficient they were used instead for property improvements. Since 1928, dividends have been paid regularly on this stock at the specified rate. In 1930 a dividend was declared on the common stock. Plaintiff sued to have this amount paid instead as a dividend on the preferred stock, and to enjoin any payment of dividends on the common stock until full dividends were paid on the non-cumulative preferred stock for the period from 1925 to 1928. Held, …
Equity--Subjecting Corporate Stocks To An Equitable Servitude, James A. Mcwhorter
Equity--Subjecting Corporate Stocks To An Equitable Servitude, James A. Mcwhorter
West Virginia Law Review
No abstract provided.
Corporations--Cumulative Preferred Stock-Effect Of By-Laws
Corporations--Cumulative Preferred Stock-Effect Of By-Laws
Michigan Law Review
An action was brought by preferred stockholders, during voluntary liquidation of a corporation, for payment of dividends, alleged to be cumulative, which had been passed on account of deficits during the two preceding years. The statutory provision giving the power to issue stock required the articles of incorporation to indicate, when any of the stock was preferred, whether or not the dividends should be cumulative. The articles stipulated that the preferred stock should be entitled to a six per cent dividend out of the net yearly income before any dividend should be paid on the common stock. A by-law, adopted …
Uniform Business Corporation Act And The Uniform Stock Transfer Act, Anon
Uniform Business Corporation Act And The Uniform Stock Transfer Act, Anon
Washington Law Review
The following drafts of the Uniform Business Corporation Act and the Uniform Stock Transfer Act, submitted by a committee appointed for the revision of the corporation laws of the State of Washington, received the unanimous approval of the Washington State Bar Association at its last annual meeting, both in round table and general session.
Right Of Holders Of Preferred Stock To Participate In The Distribution Of Profits, Jay Finley Christ
Right Of Holders Of Preferred Stock To Participate In The Distribution Of Profits, Jay Finley Christ
Michigan Law Review
When, in the management of the affairs of corporate enterprises, a surplus is available for the payment of dividends, the question often arises, "In what proportions is this fund to be distributed, as between holders of common stock and holders of preferred stock?" When the contract, whether in the by-laws, the subscription agreement, the certificate, or any other form, makes clear the intent of the parties, one way or another, such intent is, of course, controlling. But the intent of the parties may not always be clearly expressed, and in the latter event the rights of the parties are determined …
The Influence Of Securities Regulation Upon Standards Of Corporation Financing, Forrest B. Ashby
The Influence Of Securities Regulation Upon Standards Of Corporation Financing, Forrest B. Ashby
Michigan Law Review
During the first years of the present century both promotional and manipulative swindling in connection with stocks and bonds flourished in the face of the obsolescent and poorly enforced fraud laws which were administered by prosecutors and courts inexperienced in corporate finance. It was not until 1911, after the securities problem had been put squarely before it by the state banking commissioner, that the Kansas legislature passed the first blue sky law to check the issuance and sale of unsound corporate obligations. Since 1911 the development of securities legislation has proceeded until at the present time forty-six states have statutes …
Purchase Of Shares Of Corporation By A Director From A Shareholder, Harold R. Smith
Purchase Of Shares Of Corporation By A Director From A Shareholder, Harold R. Smith
Michigan Law Review
As suggested by the title to this paper, a discussion of the relationship between the directors of a corporation and the corporate entity is not within its scope. Neither is the lrelationship between the directors-and the entire body of the shareholders. These two subjects are generally treated in another branch of the law of corporations and generally are not governed by the same rules of law.' The purchase of shares of stock by a director from a nonofficial shareholder naturally brings into question the relationship between the director and the shareholder in his individual capacity, and not in his capacity …
Watered Stock Commissions Blue Sky Laws Stock Without Par Value, William W. Cook
Watered Stock Commissions Blue Sky Laws Stock Without Par Value, William W. Cook
Michigan Law Review
Stockholders' exemption from liability for corporate debts is a modern invention. It was not until 18x1 that New York extended that exemption to stockholders in manufacturing corporations.' Massachusetts did not grant it until 1830.2 England did not allow it to stockholders in business and manufacturing cornpanies until I855. s As President Eliot of Harvard has pointed out, this privilege of limited liability is "the corporation's most precious characteristic."'
Respective Rights Of Preferred And Common Stockholders In Surplus Profits, George Jarvis Thompson
Respective Rights Of Preferred And Common Stockholders In Surplus Profits, George Jarvis Thompson
Michigan Law Review
The movement in the field of co5perative commercial undertakings has been; school-book-like, a movement from the simple to the complex, from the common-la* sitaation of persons associating together to conduct a busines for profit to the modern statutory association and the corporation possessing an enormous capital ,derived from a host of individuals whose respective interests are represented -by various -classes -of transferable shares.
Corporations, Shareholders' Right To Have A Dividend Declared And Paid Out Of Surplus, Horace Lafayette Wilgus
Corporations, Shareholders' Right To Have A Dividend Declared And Paid Out Of Surplus, Horace Lafayette Wilgus
Articles
In Dodge v. Ford Motor Co. (Mich. 1919), 170, N. W. 668, the questions were not new, and with one exception, the decision was not unusual, but the sums involved were enormos. The Motor Company was incorporated in 1903, under the general manufacturing incorporating act of Michigan (P. A. 232, 1903), for the manufacture and sale of automobiles, motors and devices incident to their construction and operation, with an authorized Capital Stock of $150,000-$100,000 then paid up, $49,000 in cash, $40,000 in letters patent issued and applied for, and $11,000 in machinery and contracts. In 1908 the stock was increased …
Purchase Of Shares Of Corporation By A Director From A Shareholder, Horace Lafayette Wilgus
Purchase Of Shares Of Corporation By A Director From A Shareholder, Horace Lafayette Wilgus
Articles
It is generally laid down in the encyclopedias and text books, and affirmed in many court opinions that "the doctrine that officers and directors [of corporations] are trustees of the stockholders, applies only in respect to their acts relating to the property or business of the corporation. It does not extend to their private dealings with stockholders or others, though in such dealings they take advantage of knowledge gained through their official position."1 Much of this doctrine is based upon the language of Chief Justice SHAW in Smith v. Hurd2 decided in 1847. He said: "There is no legal privity, …
Corporation Liens On Stock, Edson R. Sunderland
Corporation Liens On Stock, Edson R. Sunderland
Articles
At common law a corporation had no lien upon its stock for assessments unpaid or for debts due it from its shareholders.6 There are therefore but four possible methods by which liens could be created in favor of the corporation upon the stock which it issues, (i) by statute, (2) by charter, (3) by by-law, (4) by contract.
Right Of Joint Adventurers Holding All The Stock Of A Corporation To A Dissolution And Accounting In Equity, Horace Lafayette Wilgus
Right Of Joint Adventurers Holding All The Stock Of A Corporation To A Dissolution And Accounting In Equity, Horace Lafayette Wilgus
Articles
The case of Jackson v. Hooper, in the New Jersey Court of Errors and Appeals, decided February 28, 1910, by Judge DILL, (42 N. Y. Law Journal, March 8, 1910), overruling Vice Chancellor HOWELL, of the Court of Chancery (74 AtL. 130) presents interesting and unusual points in corporation and partnership law, and the jurisdiction of courts of equity over corporate affairs.