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Articles 1 - 12 of 12
Full-Text Articles in Securities Law
Bankruptcy - Corporate Reorganization - Effect Of Release Of Collateral Obligor On Dissenting Creditors, Edward D. Ransom
Bankruptcy - Corporate Reorganization - Effect Of Release Of Collateral Obligor On Dissenting Creditors, Edward D. Ransom
Michigan Law Review
The federal district court confirmed a plan of reorganization of debtor corporation, under section 77B of the Bankruptcy Act, which expressly released defendant from liability as guarantor of bonds of the corporation and provided for cancellation of the bonds and substitution of new certificates of stock. The plaintiff, a bondholder, made no objection when the plan was submitted to the court; objection by other bondholders was overruled. The plaintiff brought suit in municipal court on the defendant's guaranty. Defendant pleaded the confirmation of the plan by the district court as res adjudicata. The trial court denied the plea and entered …
Corporations - Unorthodox Preferred Stock Provisions In Priority Litigation, Elbert R. Gilliom
Corporations - Unorthodox Preferred Stock Provisions In Priority Litigation, Elbert R. Gilliom
Michigan Law Review
To one who has accumulated sufficient savings to earn the position of a prospective purchaser of corporate securities there is presented an impressive and somewhat mystifying list of interests from which he may choose, advisedly or otherwise. Between orthodox common stock at one extreme and secured bonds at the other, ranges an endless variety of stocks embodying some bond characteristics, bonds bearing stock attributes, and a welter of certificates professing to be neither stocks nor bonds. Because individual sources of funds needed for industry do differ in their convictions as to relative advantages of different characteristics of securities, issuing corporations, …
Corporations - Power Of Attorney To Transfer Stock On The Books Of The Corporation, Royal E. Thompson
Corporations - Power Of Attorney To Transfer Stock On The Books Of The Corporation, Royal E. Thompson
Michigan Law Review
Although a power of attorney to transfer stock on the books of the corporation is found almost as a matter of course on the reverse side of stock certificates, along with a form for assignment of the certificate, there is surprisingly little to be found in the authorities, as to why it is there. An inquiry into the reasons, if any, for such a provision is the purpose of this discussion. A decision of last summer, by the New York Supreme Court, New York County, lends present emphasis to the query. Three certificates of stock which had been indorsed in …
Corporations - Ratification Of Unauthorized Withdrawal Of Funds By An Officer Of A Corporation, Walter Probst Jr.
Corporations - Ratification Of Unauthorized Withdrawal Of Funds By An Officer Of A Corporation, Walter Probst Jr.
Michigan Law Review
The president of a corporation withdrew funds from the corporation with which to purchase stock for his own personal benefit. He used this money so as to save the brokerage cost of his securities. A great deal of the money was repaid a few days after its withdrawal. The board of directors, discovering these activities, approved all past actions and present loans of the president. Held, the attempted ratification by the board of directors did not relieve the president from his duty of accounting for the profits realized on the stock purchased with the funds, since there had not …
Guaranty-Scope Of The Obligation
Suretyship-Effect Of Death Of Surety On Rights Of Creditor, Jacob L. Keidan
Suretyship-Effect Of Death Of Surety On Rights Of Creditor, Jacob L. Keidan
Michigan Law Review
In a suit on a bond filed in accordance with statutory requirements by a depository designated by a court of bankruptcy, it was pleaded in defense that the surety died before any deposits were received by the designated bank. The circuit court of appeals held for the defendant, ruling that the bond was only a multiple offer and lapsed with the death of the surety. The Supreme Court reversed this decision on the ground that the bond was a single offer, and the designation of the bank as an official depository constituted an acceptance thereof. United States for the use …
Specific Performance - Oral Option To Buy Stock - Effect Of Provision To Fix Price By Arbitration, Michigan Law Review
Specific Performance - Oral Option To Buy Stock - Effect Of Provision To Fix Price By Arbitration, Michigan Law Review
Michigan Law Review
Defendant, who owned all the common stock of a bank, gave an oral option to sell it at a fixed price to plaintiff. Plaintiff was to investigate the bank's books, assets, and liabilities in order to determine the true value of the stock. If the true value did not equal the agreed price, the parties were to meet and set the amount of the diminution. In the event of disagreement, a third party was to be called in. Plaintiff expended considerable sums for investigation before defendant renounced the option and prevented further investigation. In an appeal from an interlocutory order …
Stock Dividends As Taxable Income
Taxation - Income Taxation Of Stock Dividends, Donald H. Larmee
Taxation - Income Taxation Of Stock Dividends, Donald H. Larmee
Michigan Law Review
The petitioner purchased cumulative non-voting preferred stock in a corporation. In subsequent years the company elected to pay, and the petitioner received, dividends in common voting stock. Later the company redeemed its preferred stock. In computing the profit made by the petitioner at the time of redemption, the commissioner allocated to the common stock a proportionate share of the original cost of the preferred stock. He thereupon taxed as income the difference between the redemption figure and the allocated portion of the cost. The stockholder protested, claiming that the stock dividends should be treated as income in the years in …
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 - Parent's Liability For Subsidiary's Obligations, Michigan Law Review
Corporations - Parent's Liability For Subsidiary's Obligations, Michigan Law Review
Michigan Law Review
A parent corporation owned all the stock of a subsidiary which it had organized to hold real estate, its own business being mercantile. The directors and officers of both corporations were identical. The subsidiary sublet premises for ninety-nine years, in turn leasing them to the parent for ten years. Improvements were made in accordance with the subsidiary's contract, and "leasehold trust certificates" were issued by an assignee of the underlying lease. The parent quit the premises before the expiration of its lease, but paid the rent for the whole period. The subsidiary then defaulted on the ninety-nine year lease, having …
Collateral Liabilities Under Section 77b, Homer Kripke
Collateral Liabilities Under Section 77b, Homer Kripke
Michigan Law Review
The passage of section 77B of the Bankruptcy Act in 1934 suggested to some lawyers the possibility of using the section as a means of modifying or eliminating the responsibility of persons collaterally liable on obligations for which the corporation to be reorganized or its property was also responsible. The question arose in two common types of situations: (1) guaranties of payment of dividends on capital stock; (2) liability for payment of the bonds or other indebtedness of corporations. In either of these situations, can the liability of persons other than the corporaticm be discharged or modified by reorganization of …