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Articles 1 - 9 of 9
Full-Text Articles in Securities Law
Corporations-Measure Of Short Swing Profits Under Section 16(B) Of The Securities Exchange Act Of 1934, G. B. Myers S.Ed.
Corporations-Measure Of Short Swing Profits Under Section 16(B) Of The Securities Exchange Act Of 1934, G. B. Myers S.Ed.
Michigan Law Review
Plaintiff, a stockholder in X corporation, sued in the name of and on behalf of the corporation to recover short swing profits made by defendants in the sale of stock purchase warrants of the corporation, in violation of the Securities Exchange Act. Defendants were officers of the corporation and as part of the consideration for entering into their contracts of employment they received each year a number of these warrants. Within six months of the receipt of their 1945 warrants defendants had made certain sales of warrants then held by them. The court, in a previous ruling, had granted a …
Taxation-Stock Dividends As Income, Joseph G. Egan S.Ed.
Taxation-Stock Dividends As Income, Joseph G. Egan S.Ed.
Michigan Law Review
X corporation had two classes of stock outstanding. The Class A stock was a preferred stock entitled to cumulative dividends and a liquidation preference. The Class B stock was a non-voting stock, entitled to an annual $2 dividend after payment of the dividend on the preferred. Both classes were entitled to participate equally (on a pro rata basis) in any dividends in excess of the two mentioned above. The corporation declared a stock dividend, entitling each Class A holder to one-half share of Class A stock for each share presently held, and each Class B holder to one-half share of …
Trusts-Corporate Trustee's Duty Of Loyalty-Merger Of The Trustee Corporation With A Corporation In Which The Trust Held Shares, Nancy J. Ringland
Trusts-Corporate Trustee's Duty Of Loyalty-Merger Of The Trustee Corporation With A Corporation In Which The Trust Held Shares, Nancy J. Ringland
Michigan Law Review
Securities delivered to the trustee under provisions of a will included stock in the corporate trustee and in a bank. Subsequently, the bank and the trust company affiliated, under an agreement whereby the bank acquired substantially all the stock of the trust company, to be held for the benefit of the shareholders of the bank. The holders of the trust stock and the old bank stock exchanged their shares for new stock in the bank. The trust authorized the trustee to retain stocks in the trust estate, to invest in securities other than of the character prescribed by law for …
Joint Tenancy-Creation Of Joint Tenancy In Stock Certificates And The Shares Represented Thereby, Rex Eames
Joint Tenancy-Creation Of Joint Tenancy In Stock Certificates And The Shares Represented Thereby, Rex Eames
Michigan Law Review
A, registered owner of certain stock certificates, endorsed them and turned them over to an agent with instructions to forward them to the respective corporations for transfer of the shares to A and B as joint tenants. Thereafter, the corporations issued certificates to A and B "as joint tenants with the right of survivorship and not as tenants in common." The plaintiff, A's administrator, brought a bill in equity against B to recover a one-half undivided interest in the shares of stock. Held, bill dismissed. No joint tenancy was created as there was an absence of the …
Personal Property-United States Savings Bonds--Effect Of Registration In Co-Ownership Or Beneficiary Form As A Transfer Of A Property Interest Therein, Walter L. Dean
Michigan Law Review
In two recent cases, decedents purchased United States Savings Bonds registered in the name of the purchaser and another person which were never delivered to the named co-owner but remained in the possession of the purchaser until his death. In the first case, on appeal from an order of the district court refusing to impose an inheritance tax on the bonds after the death of the purchaser, held, reversed. Mere purchase of the bonds and their registration in the names of the co-owners without delivery transferred no interest to the co-owners during the life of the purchaser and is …
Corporations-Power To Reacquire Own Stock-Construction Of Statute Thereon, Fred W. Freeman S.Ed.
Corporations-Power To Reacquire Own Stock-Construction Of Statute Thereon, Fred W. Freeman S.Ed.
Michigan Law Review
The Supreme Court of Rhode Island recently upheld the purchase by a corporation of its own stock in a transaction which impaired capital, despite the presence of an express statutory provision "that no corporation shall use its funds or property for the purchase of its own shares of capital stock when such use would cause any impairment of the capital of the corporation." The court maintained that this statute applies only to an impairment of capital which is detrimental to creditors; and that since the corporation in question had no creditors, there was no violation. This contention was based on …
Corporations-Dividend Rights-Elimination Of Dividend Accumulations By Direct Charter Amendment, Thomas L. Waterbury S.Ed.
Corporations-Dividend Rights-Elimination Of Dividend Accumulations By Direct Charter Amendment, Thomas L. Waterbury S.Ed.
Michigan Law Review
The many recent discussions of the problem of dividend accumulations show that plausible grounds exist for reaching a conclusion in favor of either the minority preferred shareholder who wishes to retain these rights, or the majority preferred and common shareholders who, with the corporate management, desire to eliminate or circumvent them. It is not the purpose of this comment to re-open that controversy, though it may be observed that the current trend of both legislation and decision favors the interests of the latter group. Rather, this discussion assumes that the current trend is the correct view and will examine the …
Corporations-Membership Corporations-Voting Rights Under California Law, Howard Vanantwerp
Corporations-Membership Corporations-Voting Rights Under California Law, Howard Vanantwerp
Michigan Law Review
The original owner of a subdivision recorded a declaration of restrictions which provided that "the majority of the property owners within the subdivision may form . . . a non-profit cooperative corporation without capital stock, but with one share thereof appurtenant to each of the lots in such subdivision,'' to approve plans for building on these lots. Defendants acquired 133 lots and commenced construction of homes in spite of the disapproval of their plans by the association organized under the authority of the declaration. The two defendants claimed to have acquired majority control of the association, claiming 133 votes as …
Trusts-Restraints On Alienation-Invalidity Of Voting Trust Wherein Voting Trust Certificates Were Made Inalienable, W. P. Sutter S.Ed.
Trusts-Restraints On Alienation-Invalidity Of Voting Trust Wherein Voting Trust Certificates Were Made Inalienable, W. P. Sutter S.Ed.
Michigan Law Review
Two stockholders, controlling a majority of the class B stock of the X corporation, transferred their stock to themselves jointly as trustees for a ten-year period. The trustees were to vote the stock as a unit, and had full voting powers on all matters affecting the corporation. Trustees agreed not to transfer the stock without the approval of both holders, and the holders agreed not to sell their stock or the voting trust certificates. Moreover, on the death of one holder-trustee, the other had an option to purchase all his interest in the stock. In an action in equity to …