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- Class actions (4)
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- Basic Inc. v. Levinson (1)
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- Erie Railroad v. Tompkins (1)
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Articles 1 - 19 of 19
Full-Text Articles in Securities Law
A Blended Approach To Reducing The Costs Of Shareholder Litigation, Valian A. Afshar
A Blended Approach To Reducing The Costs Of Shareholder Litigation, Valian A. Afshar
Michigan Law Review
Multiforum litigation and federal securities law class actions impose heavy costs on corporations and their shareholders without producing proportionate benefits. Both are largely the result of the agency problem between shareholders and their attorneys, driven more by the attorneys’ interests in generating fees than by the interests of their clients. In response to each of these problems, commentators have recommended a number of solutions. Chief among them are forum selection and mandatory arbitration provisions in a corporation’s charter or bylaws. This Note recommends that corporations unilaterally adopt both forum selection and mandatory arbitration bylaws to address shareholder lawsuits under state …
Securities Class Actions And Bankrupt Companies, James J. Park
Securities Class Actions And Bankrupt Companies, James J. Park
Michigan Law Review
Securities class actions are often criticized as wasteful strike suits that target temporary fluctuations in the stock prices of otherwise healthy companies. The securities class actions brought by investors of Enron and WorldCom, companies that fell into bankruptcy in the wake of fraud, resulted in the recovery of billions of dollars in permanent shareholder losses and provide a powerful counterexample to this critique. An issuer's bankruptcy may affect how judges and parties perceive securities class actions and their merits, yet little is known about the subset of cases where the company is bankrupt. This is the first extensive empirical study …
Loss Causation And Class Certification, Steven Serajeddini
Loss Causation And Class Certification, Steven Serajeddini
Michigan Law Review
Courts have long faced difficulty interpreting loss causation under Section 10b-5 of the Securities Act of 1934. This difficulty stems from the seemingly irreconcilable conflict between this core element of common law fraud and the procedural demands of Rule 23 of the Federal Rules of Civil Procedure, the typical vehicle for a 10b-5 class action. Recently, some courts and commentators have begun to consider loss causation as an individualized inquiry that is not common among class members, and one that therefore warrants consideration at the class certification stage. The existing justifications center on the conceptually distinct 10b-5 element of reliance, …
Limiting The Plaintiff Class: Rule 10b-5 And The Federal Securities Code, Michigan Law Review
Limiting The Plaintiff Class: Rule 10b-5 And The Federal Securities Code, Michigan Law Review
Michigan Law Review
The Penn Central litigation, involving a large, publicly held corporation, illustrates the need to examine the reach of the federal antifraud provisions. This Note discusses the problem of defining the plaintiff class when the number of past and present shareholders who are potential plaintiffs is very great. Attention will center on the methods courts have used to limit the class of investors compensable under rule 10b-5. Also, the effect that enactment of present drafts of the American Law lnstitute's proposed Federal Securities Code would have on the composition of the plaintiff class in analogous actions will be discussed. Finally, the …
Res Judicata In The Derivative Action: Adequacy Of Representation And The Inadequate Plaintiff, Michigan Law Review
Res Judicata In The Derivative Action: Adequacy Of Representation And The Inadequate Plaintiff, Michigan Law Review
Michigan Law Review
It is the purpose of this Note to examine the adequacy of representation in a derivative suit and to consider the appropriateness of applying res judicata to foreclose the corporate cause of action. Discussion will focus on the following areas: (1) the problem of the inadequate plaintiff; (2) the efficacy of judicially created devices designed to ensure the adequacy of representation; and, (3) the feasibility of partially exempting the derivative cause of action from the operation of res judicata.
Securities Law--Prospectus Must Reflect Developments Subsequent To Effective Date Of Registration Statement To Meet Requirements Of Section 10(A) Of Securities Act Of 1933--Sec V. Manor Nursing Centers, Inc.*, Michigan Law Review
Michigan Law Review
Manor Nursing Centers, Inc., made a public offering of 450,000 shares of its common stock at a price of ten dollars per share. Under the provisions of the Securities Act of 1933, a registration statement containing a prospectus was filed with the Securities and Exchange Commission. These documents represented that the offering would be on a best efforts, "all-or-nothing" basis-that is, if all the 450,000 shares were not sold by a specified selling deadline, the proceeds of any sales would be returned to subscribers. The prospectus stated that subscribers' funds would be segregated in an escrow account and that arrangements …
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 …
Corporations-Officers And Directors-Fiduciary Duty Of Officer Purchasing Stock From Shareholder, Walter H. Weiner
Corporations-Officers And Directors-Fiduciary Duty Of Officer Purchasing Stock From Shareholder, Walter H. Weiner
Michigan Law Review
Defendant, president of a corporation acquired stock owned by plaintiff and others by falsely representing that the corporation had been sold. After enhancing the value of this stock, defendant sold it. Plaintiff brought suit for fraudulent conversion and the trial court directed a verdict for the defendant. On appeal, held, reversed. An officer negotiating with a shareholder for the purchase of shares must act with scrupulous trust and confidence, and unless the officer acts with the utmost fairness the wronged shareholder may invoke the proper remedy. Blazer v. Black, (10th Cir. 1952) 196 F. (2d) 139.
Corporations-Officers And Directors-Stock Option Incentive Employment Contracts For Corporation Executives, A. B. Perlin, Jr. S.Ed.
Corporations-Officers And Directors-Stock Option Incentive Employment Contracts For Corporation Executives, A. B. Perlin, Jr. S.Ed.
Michigan Law Review
In the past few decades considerable attention has been directed toward "piecework payment" for corporate executives; that is, compensation based largely upon results rather than upon past or expected performance. The stock option incentive employment contract' is one of the means utilized to achieve that desired objective.
Corporations - Stockholders' Suits - Federal Courts -Requirement Of Stock Ownership At The Time Of The Injury Complained Of, Robert E. Sipes
Corporations - Stockholders' Suits - Federal Courts -Requirement Of Stock Ownership At The Time Of The Injury Complained Of, Robert E. Sipes
Michigan Law Review
When necessary to protect the interest of a stockholder, a court of equity will entertain an action by the stockholder to enforce a right belonging to the corporation. The suit is a derivative one, the corporation being the party primarily injured and the immediate beneficiary of the proceeds of any judgment. The basis for the suit has been explained in a number of ways. It has been held that in a proper case equity will disregard the corporate fiction and allow the derivative suit in order to protect the right which beneficially belongs to the stockholder although nominally to the …
A Warning Signal For Municipal Bondholders: Some Implications Of Erie Railroad V. Tompkins, Irvin Long
A Warning Signal For Municipal Bondholders: Some Implications Of Erie Railroad V. Tompkins, Irvin Long
Michigan Law Review
That branch of municipal bond litigation in which the character and validity of the obligations is involved has usually been conducted in the federal courts. Bondholders pressing for payment of their defaulted bonds usually are nonresidents of the state where the city, county or other defaulting municipality is located. Varying and contradictory state court decisions taught them that no settled rule of decision in the state courts could be expected. The arguments of their counsel, which many of the earlier volumes of the Supreme Court reports preserve, show that they distrusted a judiciary elected for short terms, as was the …
Stockholders' Suits: A Possible Substitute, Harris Berlack
Stockholders' Suits: A Possible Substitute, Harris Berlack
Michigan Law Review
With the rapid expansion in the use of the corporate form of organization for business enterprise which has taken place during the last few decades, increasing attention has been paid by legal scholars to the question of the respective positions, rights and duties of the various components of the corporate structure. The functions, rights, obligations and liabilities of managers, officers, directors and stockholders, both majority and minority, have been analyzed and defined. Mr. Berle's analysis of corporate authority as power held in trust for the benefit of the stockholders has found wide acceptance as a comprehensive synthesis of the conclusions …
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 …
Recent Important Decisions, Michigan Law Review
Recent Important Decisions, Michigan Law Review
Michigan Law Review
Attachment--Power of Notary Public to Take Affidavit Where He is an Attorney for One of the Parties; Bankruptcy--Effect of Discharge--Res Adjudicate; Bills and Notes--Presentment and Demand by Telephone; Constitutional Law--Commerce--State Regulation of Interstate Telegrams; Constitutional Law--community Property--Alienation Without Consent of Wife; Corporations--Criminal Responsibility--Imputation of Intent and Knowledge; Corporations--Dividends--Compulsory Declaration; Corporations--Stockholder's Right to Examine Books--Motive; Easements--Grants for Pipe Lines--Rights Acquired--Telephone Line; Evidence--Character of Disbarment Proceedings--Use of Deposition; Evidence--Uncorroborated Testimony of an Accomplice; Fraudulent Conveyances--Voluntary Conveyances--Solvency and Insolvency of Grantor; Homestead--When Liable for Debts; Husband and Wife--Exception to Presumption of Coercion--House of Ill Fame; Injunction--Action on Note by Attorney Against Client--Remedy at …
Note And Comment, Henry M. Bates, Edson R. Sunderland, Harry W. Isenberg, James H. Brewster
Note And Comment, Henry M. Bates, Edson R. Sunderland, Harry W. Isenberg, James H. Brewster
Michigan Law Review
The Right of Privacy at Common Law; Limitation of a Carrier's Liability for Negligence; Validity of Corporate By-Law Vesting in Directors the Discretionary Power of Denying Stockholders the Right to Examine the Corporate Books; A Single Action of Successive Actions for a Nuisance; Status of One Holding Office Under an Unconstitutional Statute; Two Recent Decisions Preventing the Presbyterian Re-Union
Recent Important Decisions, Michigan Law Review
Recent Important Decisions, Michigan Law Review
Michigan Law Review
Aliens - Right to Take Land by Descent - Loss of State's Right to Escheat; Bailment - Liability of Incidental Bailee; Bankruptcy - Preferences - Franchise Tax; Bankruptcy - Transfers Required to be Recorded - Preferences; Bills and Notes - Bona Fide Purchaser - Notice of Want of Power in Transferrer; Bills and Notes - Unrestricted Negotiability of Bills of Lading; Constitutional Law - Commerce Clause - Statute Relating to Interstate Carriers as Employers; Constitutional Law - Indeterminate Sentence Law; Courts - Rules of Property - Stare Decisis; Criminal Law - Exclusion of Public from Trials; Criminal Law - Impeachment …
Recent Important Decisions, Michigan Law Review
Recent Important Decisions, Michigan Law Review
Michigan Law Review
Attorney--disbarment for Malpractice; Bills and Notes--Certification of Check; Bills and Notes--consideration--Illegal Use of Proceeds--Sunday Contracts; Bills and Notes--Notice of Protest; Carrier--Invalid Ticket--Tender of Cash Fare--Ejection of Passenger; Common Carriers--Express Companies--Municipal Tax on Delivery of Intoxicating Liquors--Mandamus to Compel Transportation; Common Carriers--Limitation of Liability by Special Contract--Hand Baggage; Constitutional Law--Obligation of Contract; Constitutional law--Privileges of Citizens--Interstate Commerce--Peddler's License; Corporations--conflict of Laws--Liability of Stockholders in Company Formed to Trade in a Foreign Country--Implied Authority to Pledge Personal Credit of Shareholders Under Foreign Law; Covenants--Privity of Estate; Criminal Law--False Pretenses--Post payable Check; Criminal Law--Presumption from Identity of Names; Deeds--Capacity of Grantor as Compared …
Recent Important Decisions, Michigan Law Review
Recent Important Decisions, Michigan Law Review
Michigan Law Review
Adoption--Inheritance by Representation; Adverse Possession--Effect of Former Judgment--Statute of Limitations; Adverse Possession--Statute of Limitations--Jurisdiction of the Department of the Interior; Concealed Property--Finder's Rights--Treasure Trove; constitutional Law--Eminent Domain--Taking Private Property for Private Use; Constitutional Law--Penalty for Breach of Labor contracts; Contract--Mutuality--Specific Performance; Corporations--contracts Between Corporations Having Common Shareholders and Officers--Suit in Name of Stockholder; Corporations--Liability of Officers--Negligent management--contracts Between Corporations Having Common Officers; Deed--Insane Person--Voidable Assignment; Ejectment--Impairment of Contract Obligation; Evidence--Confession--Admission; Evidence--Letters of Administration--How Far Evidence of Widowhood; Evidence--Personal Injury--Physical Examination of Plaintiff; Foreign Corporations--Business in Other States--License--Purpose of Incorporation--Evasion of State Laws; Fraud--Doctrine of Reasonable Inquiry; Guardian--Appointment--Jurisdiction--Sale of Ward's Lands; …
Recent Important Decisions, Michigan Law Review
Recent Important Decisions, Michigan Law Review
Michigan Law Review
Administrator--Appointment of, on Disappearance of Person; Agency--collection of Notes--Possession of the Instrument--Apparent Authority; Appeal--Right to Appeal After Satisfaction of Judgment; Attorney and Client--divorce Cases--contingent Fees--Prevention of Reconciliation; Attorneys--disbarment--Attacking Honesty of Judge; Bankruptcy--city Taxes--Priority; Carriers--Death by Wrongful Act--Stipulations Avoiding Liability for Negligence Toward free Passenger--Validity and Effect; Carriers--signed Ticket not the Contract; Constitutional Law--Class Legislation--Use of Flag for Advertising Purposes; Constitutional Law--Jurisdiction of Equity to Try Title to Office--Injunction; Contract--Validity--Conditions Attached to Goods--Purchase by Retail Trader from Wholesale Trader with Notice; corporations--forfeiture of Charter--Mandamus; Corporations--Garnishment of Stockholder for Unpaid Subscription; Criminal Law--Self-Defense; Deeds--Delivery--Testamentary Disposition; Ejectment--Description--Verdict--Judgment; Ejectment--Equitable Title in Plaintiff; Evidence--Admissions--Abandoned Pleadings; …