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Articles 1 - 9 of 9
Full-Text Articles in Securities Law
Conflict Of Laws - Penal Provisions In Foreign Law - Liability Of Shareholders In De Facto Corporation, James M. Potter S.Ed.
Conflict Of Laws - Penal Provisions In Foreign Law - Liability Of Shareholders In De Facto Corporation, James M. Potter S.Ed.
Michigan Law Review
Defendants, residents of Tennessee, while attempting to form a corporation under the laws of Arkansas, inadvertently failed to file the articles of incorporation with the county clerk, although they were filed with the Secretary of State of Arkansas. The resulting business association was an Arkansas de facto corporation. Under Arkansas law the shareholders of a de facto corporation are personally liable for the debts of the corporation. Plaintiff, a creditor who dealt with the corporation, sued in a Tennessee court and asked that the Arkansas rule be applied. The trial court refused to do so on the ground that it …
Descent And Distribution - Distribution To A Nonresident Alien Prevented By State Staute, Eugene Alkema S.Ed.
Descent And Distribution - Distribution To A Nonresident Alien Prevented By State Staute, Eugene Alkema S.Ed.
Michigan Law Review
Decedent's sole heirs were residents of Poland. By virtue of a power of attorney executed and authenticated in Poland, the Polish consul general intervened to receive their distributive shares. A Massachusetts statute provided that a court may order the distributive share to be deposited for the benefit of nonresidents when it appears that they "may not receive or have opportunity to obtain" such money. Held, the distributive shares must be kept in Massachusetts as it is uncertain that residents of Poland presently could have full benefit of the funds if transmitted. Petition of Mazurowski, (Mass. 1954) 116 N.E. …
Securities - Sufficiency Of The Property Description And Its Relations To The Notice Provided By A Recorded Chattel Mortgage, Judson M. Werbelow S.Ed.
Securities - Sufficiency Of The Property Description And Its Relations To The Notice Provided By A Recorded Chattel Mortgage, Judson M. Werbelow S.Ed.
Michigan Law Review
The primary aims of this comment are to point out what the law requires in the nature of description, to analyze the value of these requirements in the light of the recording acts, to examine possible alternative security devices, and to suggest some useful steps that may be taken to augment the present system.
Corporations - Securities Regulation - Investment Contracts Under Securities Act Of 1933, James W. Beatty S.Ed.
Corporations - Securities Regulation - Investment Contracts Under Securities Act Of 1933, James W. Beatty S.Ed.
Michigan Law Review
Plaintiffs purchased tracts of twenty acres, part of a larger tract owned by the defendant, for the purpose of developing the tracts into small citrus groves. Plaintiffs also executed with defendant a care and management contract, whereby plaintiff was to give directions as to the marketing of the crops on the tract; the defendant management company was to follow these directions but would still supervise harvesting and marketing and would receive its compensation therefor. Plaintiff brought an action under the Securities Act of 1933 to impose civil liability for fraudulent misrepresentations and material omissions concerning the value of the land. …
Bankruptcy-Test Of Feasibility Under Chapter Xi Arrangement, Paul B. Campbell S.Ed.
Bankruptcy-Test Of Feasibility Under Chapter Xi Arrangement, Paul B. Campbell S.Ed.
Michigan Law Review
The Slumberland Bedding Company started in business in 1952 with a capitalization of $13,000. Within less than one year the corporation was "clearly heavily insolvent," having debts in excess of $85,000 and assets valued "at least several thousand dollars less than $42,250." Preferred creditor claims against the assets of the business amounted to more than $32,200. In this rather dismal context a petition for an arrangement under chapter XI of the Bankruptcy Act was filed. A plan was submitted which provided for independent capital to be put into the business to pay certain claims in full and to pay a …
Corporations--Capital And Stock-Right Of Employee To Receive Stock Dividend Under Stock Purchase Agreement, John E. Riecker S.Ed.
Corporations--Capital And Stock-Right Of Employee To Receive Stock Dividend Under Stock Purchase Agreement, John E. Riecker S.Ed.
Michigan Law Review
Defendant's decedent, X, was executive vice-president and treasurer of plaintiff corporation. Intending to increase X's compensation, plaintiff drew up a plan calling for the sale of 100 shares of plaintiff's stock to X, plaintiff to have a lien on the stock certificate made out in X's name and the right to credit all dividends declared on the stock against its purchase price until fully paid. X was granted the right to vote the stock and to receive the dividends declared after full payment. The agreement specifically provided that X was not entitled to possession of the …
Arbitration-Enforceability Of Arbitration Agreement In Action By Investor Under The Securities Act Of 1933, Rinaldo L. Bianchi
Arbitration-Enforceability Of Arbitration Agreement In Action By Investor Under The Securities Act Of 1933, Rinaldo L. Bianchi
Michigan Law Review
Plaintiff sustained a severe loss in the resale of securities bought from the defendant. Alleging fraud he sued under section 12(2) of the Securities Act of 1933, which provides for liability when prospectuses or oral communications sent through channels of interstate commerce falsely state or omit a material fact so as to render the statement misleading. Pursuant to the Federal Arbitration Act, defendant moved for an order staying proceedings until arbitration had been had in accordance with an agreement between the parties. The district court denied the order, saying that the non-waiver clause of the Securities Act voided a waiver …
Corporations - Sale Of Assets As A Means Of Avoiding State Constitutional Limitation On Corporate Life, Judson M. Werbelow
Corporations - Sale Of Assets As A Means Of Avoiding State Constitutional Limitation On Corporate Life, Judson M. Werbelow
Michigan Law Review
Defendant, a Michigan corporation, was incorporated in 1923 for a term of thirty years, the maximum term permitted by the Michigan constitution. Shortly before this thirty-year term was to expire, majority and minority stockholders engaged in unsuccessful negotiations, each group attempting to purchase the other's interest in the corporation. A special stockholders' meeting was then called to consider a proposed renewal of the corporate term. This proposal failed to gamer the vote of two-thirds of the outstanding shares which was required for approval. The attorneys representing the majority shareholders proceeded to organize a dummy corporation, which in tum offered the …
Taxation - Federal Income Tax - Exchange Of Debentures For Preferred Stock As Tax-Free Reorganization, Raymond R. Trombadore S.Ed.
Taxation - Federal Income Tax - Exchange Of Debentures For Preferred Stock As Tax-Free Reorganization, Raymond R. Trombadore S.Ed.
Michigan Law Review
Plaintiff held common and preferred stock of the Gulf States Paper Corporation. In 1942 plaintiff received new debentures in exchange for his preferred stock, pursuant to a plan for the recapitalization of the company whereby the entire 25,000 shares of previously outstanding preferred stock (including plaintiff's 208 shares) were exchanged for new debentures of like value. In 1950 the Commissioner assessed an income tax deficiency against plaintiff, determining that the redemption and cancellation of the preferred stock represented a distribution essentially equivalent to the distribution of a dividend and taxable under section 115(g)(1) of the Internal Revenue Code. Plaintiff sued …