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- Interstate commerce (2)
- Nettles v. Rhett (2)
- Revenue Act of 1928 (2)
- Securities and Exchange Commission (2)
- Accounting books (1)
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- Balance sheets (1)
- Bank stock (1)
- Bartlett Frazier Co. v. Hyde (1)
- Bogardus v. Commissioner of Internal Revenue (1)
- Brainard v. Commissioner of Internal Revenue (1)
- Cash value (1)
- Causes of action (1)
- Coercion (1)
- Commissioner v. Bashford (1)
- Companies Act of 1867 (1)
- Compensation (1)
- Constructive fraud (1)
- Continuity of interest (1)
- Controlling intention (1)
- Death sentence provision (1)
- Detroit (1)
- Dissolutions (1)
- Diversion of funds (1)
- Dividends (1)
- Eisner v. Macomber (1)
- Electric Bond & Share (1)
- Electric Bond & Share Co. v. Securities and Exchange Commission (1)
- Evasion (1)
- Extensions (1)
- Federal Trade Commission (1)
Articles 1 - 16 of 16
Full-Text Articles in Securities Law
Securities Legislation - Accounting Practice And The Securities Act Of 1933, Paul R. Trigg Jr.
Securities Legislation - Accounting Practice And The Securities Act Of 1933, Paul R. Trigg Jr.
Michigan Law Review
Item 25 of the registration regulations under the Securities Act of 1933 requires the registrant to "submit balance sheets . . . as of a date within ninety days of the filing of the registration statement." The approximate form which such balance sheets are to take is indicated in the regulations, as well as the manner of certification required. So far as the form of the balance sheet proper is concerned, it is doubtful whether item 54 presents any new or startling innovations, but when the balance sheet and the supplementary schedules required to be appended thereto are considered, it …
Corporations - Securities Exchange Act - Unlisted Trading Privileges, Marcus L. Plant
Corporations - Securities Exchange Act - Unlisted Trading Privileges, Marcus L. Plant
Michigan Law Review
Under the Securities Exchange Act of 1934, as amended in 1936, the Securities and Exchange Commission is empowered to extend unlisted trading privileges to any security upon application by an exchange and the fulfillment of the terms and conditions of the statute.
Taxation-Income Tax-Refund For Overpayment-Equitarle Defense By Government When Collection Of Deficiency Barred By Limitations, Michigan Law Review
Taxation-Income Tax-Refund For Overpayment-Equitarle Defense By Government When Collection Of Deficiency Barred By Limitations, Michigan Law Review
Michigan Law Review
Petitioner's deceased sold stock under an installment contract and made a large profit thereon. The deceased died in 1928. Under Sections 44 (d) and 113 of the Revenue Act of 1928 the executor made an underpayment for 1928, and overpayments for 1929, 1930, and 1931. The amount of the 1928 deficiency exceeded the aggregate of the overpayments for the three subsequent years. Petitioner filed a claim for refund of the overpayments. The government was barred by limitations from recovering the tax deficiency for 1928. Held, the petitioner was entitled to recover the overpayments. The government could not assert the …
Constitutional Law -Validity Of Registration Provisions Of Public Utility Holding Company Act Of 1935, Gerald L. Stoetzer
Constitutional Law -Validity Of Registration Provisions Of Public Utility Holding Company Act Of 1935, Gerald L. Stoetzer
Michigan Law Review
In recognition of the abuses that arise from the monopolistic tendencies of holding companies in the public utility field and of the inability of the respective states to exert the necessary control thereof, Congress has attempted to draw certain of the public utility holding companies within the inquisitorial and regulatory control of the federal Securities and Exchange Commission. The Public Utility Holding Company Act of 1935, reciting in great detail facts showing the necessity for control of holding companies having as subsidiaries electric and gas operating utilities, indicates that Congress regarded the uncontrolled utility holding company as "an agency which, …
Corporations - Liability Of Stockholders Of Bank Stock Holding Company For Statutory Assessment On Bank Stock., Edward J. Wendrow
Corporations - Liability Of Stockholders Of Bank Stock Holding Company For Statutory Assessment On Bank Stock., Edward J. Wendrow
Michigan Law Review
The late depression with its attendant bank failures and the consequent assessment of shareholders has resulted in bringing before the courts a question that has never been litigated until comparatively recent times. That is, can the shareholders of a holding company, whose assets consist of stock of the closed bank, be subjected to the statutory assessment when the corporation itself is unable to meet the assessment? The case of Nettles v. Rhett is the latest of this series, and is fairly typical of the issues involved. This case concerned a suit by the receiver of the Peoples State Bank of …
Corporations Preferred Stock Cumulative If Not Otherwise Specified, Michigan Law Review
Corporations Preferred Stock Cumulative If Not Otherwise Specified, Michigan Law Review
Michigan Law Review
Ten thousand shares of preferred capital stock in defendant corporation were left in trust for plaintiff by her father. This stock was issued to discharge a debt due by the corporation to plaintiff's father, who, together with his son and his attorney, owned all the stock of the corporation. In certain of the preliminary papers the word "non-cumulative" was used, but the certificate itself, in regard to dividends, merely spells out that the "preferred capital stock shall receive annual dividends of 6%, and not more to be declared by the board of directors." For several years no dividends had been …
Securities Legislation - Securities Act Of 1933 - Registration Statement - "Material Contract'', Gerald M. Stevens
Securities Legislation - Securities Act Of 1933 - Registration Statement - "Material Contract'', Gerald M. Stevens
Michigan Law Review
A registrant under the Securities Act of 1933 had borrowed from the Reconstruction Finance Corporation $200,000, payment of which was secured by mortgage of most of the debtor's assets. Registrant still owed $136,000 overdue when it filed its amended registration statement. It said therein that it had applied to the RFC for an eighteen-months extension of the debt and that the application had not then been acted upon. After the statement was filed but before it became effective, the RFC denied registrant extension of the debt and made a counter proposal for payment in part and extension in part. In …
Taxation - Federal Income Tax - Payment To Employees As Compensation Or Gift, Ralph Winkler
Taxation - Federal Income Tax - Payment To Employees As Compensation Or Gift, Ralph Winkler
Michigan Law Review
The Universal Oil Products Company had been "extraordinarily successful," and its interests were very large and valuable. The stockholders transferred their stock to another corporation and the cash assets to the Unopco Corporation, an organization formed for the express purpose of managing this fund, whose stockholders were the same as of the former Universal Oil Products Company. At a stockholders' meeting, a resolution was adopted which in effect provided that a sum of money be allocated for payment to those employees who had loyally supported the former company. At the time this resolution was adopted the president of the new …
Taxation - Capital Gains Tax (Revenue Act Of 1928) - Reorganizations - Definition Of A Party To A Reorganization, Milton A. Kramer
Taxation - Capital Gains Tax (Revenue Act Of 1928) - Reorganizations - Definition Of A Party To A Reorganization, Milton A. Kramer
Michigan Law Review
Although "certainty" is one of the most desirable features of taxation, that quality has been conspicuously absent in regard to the portions of the 1928 Revenue Act which deal with capital gains in corporate reorganizations. In the four situations which the act sets forth as constituting a reorganization, capital gains arising therefrom are exempt from tax computation, the general purpose being to remove any impediment to normal corporate adjustments and to prevent the recognition of gains or losses until they are actually realized. However, this provision soon became an invitation for ingenious counsel to arrange the sales of corporate assets …
Trusts - Validity - Subject Matter - Profits To Be Acquired In The Future, Paul R. Trigg
Trusts - Validity - Subject Matter - Profits To Be Acquired In The Future, Paul R. Trigg
Michigan Law Review
The plaintiff contemplated trading in the stock market and in 1927 declared a trust of the proceeds of his stock trading for the year 1928 in favor of various members of his immediate family, agreeing to assume all losses personally and to distribute all profits equally among the beneficiaries after deducting a reasonable compensation for his services. At the expiration of the year 1928, plaintiff deducted $10,000 as compensation, which he reported in his tax return for that year, and credited the named beneficiaries with the remainder on his books, these amount being reported in their respective tax returns for …
Administrative Law - Investigating Powers Of Federal Commissioners - Securities And Exchange Commission, Brackley Shaw
Administrative Law - Investigating Powers Of Federal Commissioners - Securities And Exchange Commission, Brackley Shaw
Michigan Law Review
A recent decision in the Circuit Court of Appeals upholding the constitutionality of the powers of search granted to the Securities and Exchange Commission in the Securities Act of 1933 brings to the fore again the question of the extent to which the Federal Government may validly investigate and demand the production of the books and records of private businesses.
Torts - Violation Of Penal Statute As Civil Wrong - Bucketing - Intentional Wrong, Michigan Law Review
Torts - Violation Of Penal Statute As Civil Wrong - Bucketing - Intentional Wrong, Michigan Law Review
Michigan Law Review
A statute prohibited bucketing operations by dealers in securities and commodities, and provided penalties for such offenses. Plaintiff alleges that, acting without knowledge of defendant's illegal operations, he gave the defendant an order for the purchase of stock, which, he says, was not executed, as defendant reported, but "bucketed" in a manner prohibited by statute. Plaintiff sued to recover damages. Defendant demurred on the grounds (1) that the transaction referred to was not bucketing, but (2) that if it was, defendants were not liable to this plaintiff as the latter was not within the class of persons intended to be …
Corporations - Interpretation Of The "Public Offering" Exemption Of The Federal Securities Act And State Blue-Sky Laws, Gerald L. Stoetzer
Corporations - Interpretation Of The "Public Offering" Exemption Of The Federal Securities Act And State Blue-Sky Laws, Gerald L. Stoetzer
Michigan Law Review
Section 5 of the Federal Securities Act of 1933, as amended, declares that it shall be unlawful to use any means of transportation or communication in interstate commerce or of the mails to dispose of securities or transmit a prospectus thereon unless a registration statement as required by the act is in effect and unless the prospectus meets the statutory requirements. However, certain securities and transactions are expressly exempted from application of the act. Among the exemptions set out in section 4 are those "transactions by an issuer not involving any public offering."
Taxation - Income Taxation Of Stock Dividends, Wallace Mendelson
Taxation - Income Taxation Of Stock Dividends, Wallace Mendelson
Michigan Law Review
In 1929 a stock dividend was paid to the holders of common stock in preferred stock of the dividend paying corporation, which had both common and preferred stock outstanding at the time the stock dividend was declared and paid. The taxpayer, as a holder of common stock, received his pro rata share of the dividend and subsequently within the same taxable year sold the preferred stock which he had so received as a dividend. Held, that under the Revenue Act of 1928, (1) the receipt of the stock dividend was not a taxable occasion, and ( 2) the basis …
Expansion Of Federal Supervision Of Securities Through The Inquisitional And Census Powers Of Congress-A Suggestion, Kenneth Rush
Expansion Of Federal Supervision Of Securities Through The Inquisitional And Census Powers Of Congress-A Suggestion, Kenneth Rush
Michigan Law Review
The Securities Act and the Securities Exchange Act, principally through the means of compulsory disclosure of information, are intended to aid the investing public in evaluating securities and to prevent the undue influencing of their value, market price and sale. These ends are undoubtedly worth seeking in their entirety, but such is the nature of our federal system that the acts, being founded upon the powers of Congress over the facilities of interstate commerce and of the mails, purport to relate only to transactions in securities involving use of those facilities.
Corporations - Corporate Form Used To Evade Bank Double Liability, Michigan Law Review
Corporations - Corporate Form Used To Evade Bank Double Liability, Michigan Law Review
Michigan Law Review
Plaintiff, the receiver for an insolvent bank, sued the individual stockholders of an investment corporation on an assessment to the amount of the par value of the bank stock as provided by the constitution and statutes of South Carolina. The investment corporation had been organized several years previously to secure control of a group of banks. Its holdings throughout consisted only of bank stock, and finally solely of stock of the closed bank. Plaintiff claimed, since the corporation had no assets, that the stockholders of the investment corporation were individually liable, because the use of a holding company for the …