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Full-Text Articles in Securities Law

Corporations - Stock Market Manipulation - Rescission For Fraud Dec 1935

Corporations - Stock Market Manipulation - Rescission For Fraud

Michigan Law Review

To obtain a more favorable market ratio for the contemplated exchange, defendants maintained an artificial market in Harriman Bank stock, then offered to exchange that stock for Liberty Bank stock. In a suit brought by former Liberty Bank stockholders to obtain a rescission of the executed exchange upon the ground of fraud, held, that a good cause of action was stated. Wilcox v. Harriman Securities Corporation et al., (D. C. N. Y. 1933) Io F. Supp. 532.


Corporations - Double Liability Of Ex-Director Registered As Stockholder For Qualifying Shares May 1935

Corporations - Double Liability Of Ex-Director Registered As Stockholder For Qualifying Shares

Michigan Law Review

Defendant received ten shares of stock in a national bank under a trust arrangement for the purpose of qualifying him as a director. The shares were transferred on the bank's stock books to the defendant as absolute owner. At the end of his term as director defendant terminated the trust arrangement but did not have a transfer made upon the stock books. Plaintiff, receiver upon failure of the bank, sued for an assessment under U. S. C. tit. 12, sec. 64. Held, since it is conclusively presumed that creditors become such in reliance on the statutory liability of those …


Constitutional Law-Service Of Process-Jurisdiction Over Non-Resident Acquired By Service Upon Resident Agent, Maurice S. Culp Apr 1935

Constitutional Law-Service Of Process-Jurisdiction Over Non-Resident Acquired By Service Upon Resident Agent, Maurice S. Culp

Michigan Law Review

Henry L. Doherty, a non-resident of the State of Iowa, did business within the state under the name of Henry L. Doherty & Co., with a district manager in charge of the office at Des Moines. Under the manager were clerks and salesmen engaged in the business of selling securities. One of these salesmen made an illegal sale to Goodman, and for damages resulting from the transaction Goodman brought suit in 1931, serving in the regular manner in accordance with the provisions of section 11079 of the Iowa Code the district agent at the Des Moines office. Doherty appeared specially …


Corporations -Liability Of Broker On Misleading Circulars Apr 1935

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 Apr 1935

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 Mar 1935

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 Feb 1935

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 …


Corporations - Right Of Preferred Stock To Stock Dividend After Payment Of Preferential Dividend Jan 1935

Corporations - Right Of Preferred Stock To Stock Dividend After Payment Of Preferential Dividend

Michigan Law Review

Plaintiff held 500 shares of the common stock of an Illinois corporation, organized by plaintiff and defendant with a capital stock of $160,000, divided into 2000 shares of common and 30,000 shares of preferred stock, each with a par value of $5.00 per share. The statutes of Illinois provided that the capital stock might be divided into classes but that this classification and the rights and duties thereunder must be stated in the articles of incorporation and on the stock certificates. The articles and certificates gave the preferred shares a preference on dissolution, and to dividends to the extent of …