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Full-Text Articles in Securities Law
Venture Capital On The Downside: Preferred Stock And Corporate Control, William W. Bratton
Venture Capital On The Downside: Preferred Stock And Corporate Control, William W. Bratton
Michigan Law Review
When stock indices drop precipitously, when the startup companies fizzle out, and when it stops raining money on places like Wall Street and Silicon Valley, attention turns to downside contracting. Law and business lawyers, sitting in the back seat as mere facilitators on the upside, move up to the front and sometimes even take the wheel. The job is the same on both the upside and downside: to maximize the value of going concern assets. But what comes easily on the upside can be dirty work on the down, where assets need to be separated from dysfunctional teams of business …
Securities-Purchaser Of Outstanding Shares Of Same Class As Registered Issue Cannot Bring Suit Under Section 11 (A) Of Securities Act--Colonial Realty Corp. V. Brunswick Corp., Michigan Law Review
Securities-Purchaser Of Outstanding Shares Of Same Class As Registered Issue Cannot Bring Suit Under Section 11 (A) Of Securities Act--Colonial Realty Corp. V. Brunswick Corp., Michigan Law Review
Michigan Law Review
The court in the principal case conceded that, as a matter of economic reality, the prospectus (which contained the alleged misstatement) affects, because of its wide circulation, the value of the shares outstanding at the time it is distributed, as well as that of the new issue which is the subject of the registration statement. Indeed, financial institutions, market experts, brokers, and dealers digest and analyze the prospectus, and their opinions inevitably affect market values of all outstanding stock. However, in light of the act's legislative history, its general scheme of regulation, and the language contained in its other provisions, …
Corporations - Provisions In Articles Authorizing Call Of Common Stock At Option Of Corporation, Dale W. Van Winkle S.Ed.
Corporations - Provisions In Articles Authorizing Call Of Common Stock At Option Of Corporation, Dale W. Van Winkle S.Ed.
Michigan Law Review
Amendments to the articles of organization of the defendant corporation provided that the board of directors might at any time purchase its common stock in whole or in part from any holder thereof. After the directors initiated proceedings to purchase a portion of the shares held by plaintiff, plaintiff brought a bill in equity asking that an injunction be issued to restrain the corporation from proceeding further. The superior court entered a decree for the defendant. On appeal, held, affirmed. The provision authorizing the call of common stock is neither forbidden by statute nor contrary to public policy. Lewis …
Taxation - Federal Income Tax - Corporate Accumulations, Stock Dividends And The "Preferred Stock Bail-Out," And Taxability Of The Corporation Upon The Distribution Of "Inventory Assets" Under The Internal Revenue Code Of 1954, Alice Austin S.Ed.
Michigan Law Review
It is the purpose of this discussion to indicate, with respect to corporate accumulations and distributions, some of the major interpretative problems existing under the 1939 code which Congress has failed to resolve, as well as some of the major interpretative difficulties which arise for the first time under the 1954 code.
"Fair And Equitable" Distribution Of Voting Power Under The Public Utility Holding Company Act Of 1935, Leo W. Leary
"Fair And Equitable" Distribution Of Voting Power Under The Public Utility Holding Company Act Of 1935, Leo W. Leary
Michigan Law Review
In the Public Utility Holding Company Act of 1935 Congress gave the Securities and Exchange Commission the task of investigating voting power distribution among security holders in electric and gas holding companies and their subsidiaries. If the Commission finds that the corporate structure or continued existence of any company in a holding company system "unfairly or inequitably" distributes voting power among the investors in the system, it is the Commission's duty to order the offending corporation to take "such steps as the Commission shall find necessary" to cure this condition. This paper is an attempt to ascertain what the Commission …
Corporations-Securities Act Of 1933--Sale Of Shares To Employees As Not Involving A Public Offering, William E. Beringer S.Ed.
Corporations-Securities Act Of 1933--Sale Of Shares To Employees As Not Involving A Public Offering, William E. Beringer S.Ed.
Michigan Law Review
As it had done in the nine preceding years defendant corporation sought to win the loyalty of its key employees by offering for their direct purchase some 10,000 shares of its common stock at a price comparing favorably with that in the market. Plaintiff commission sought to enjoin the sale in the federal district court under §77(e) of the Securities Act of 1933 which prohibits sales by mail or interstate commerce of securities not registered with plaintiff. The defense was that §77(d)(1) exempted the sale from registration as one "not involving a public offering." Held, judgment for the defendant. …
Taxing Distributions Pursuant To Corporate Reorganizations, William M. Emery
Taxing Distributions Pursuant To Corporate Reorganizations, William M. Emery
Michigan Law Review
"Distributions" implies that we are concerned with the tax problems of the stockholder rather than those of the corporation. And while one corporation may be the stockholder of another, my emphasis will be primarily upon stockholders who are individuals, including, of course, trusts and estates who are taxed as individuals.
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 …
Bankruptcy - Corporate Reorganization - Section 77b - Chapter X Of The Chandler Act - Boyd Case Rule, Edmund O'Hare
Bankruptcy - Corporate Reorganization - Section 77b - Chapter X Of The Chandler Act - Boyd Case Rule, Edmund O'Hare
Michigan Law Review
A subsidiary of the defendant corporation filed a reorganization petition under Section 77 B of the Bankruptcy Act and defendant presented a claim of over nine million dollars as a creditor, the claim being grounded upon moneys paid by defendant to the subsidiary for its benefit, management and supervision fees, rental and interest charges, and declared but unpaid dividends. Defendant owned about ninety-eight per cent of the common stock of the subsidiary. As the result of objections by the trustee and preferred stockholders of the subsidiary, defendant's claim was compromised at five million dollars. The reorganization plan provided in part …
Corporations - Restraints On Alienation Of Stock Stipulated In The Charter, Michigan Law Review
Corporations - Restraints On Alienation Of Stock Stipulated In The Charter, Michigan Law Review
Michigan Law Review
The charter of the defendant corporation provided that the board of directors had authority to purchase its common stock at any time when the holder thereof was not an employee, or the holder had not received his common stock by conversion of the preferred. In accordance with the authority granted by this provision, the directors of the defendant corporation adopted a resolution to purchase the common stock owned by the plaintiff, who was not an employee and had not received his common stock by conversion of preferred shares. Plaintiff asked that an injunction be issued restraining defendant from proceeding further. …
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-Dividends On Non-Cumulative Preferred Stock
Corporations-Dividends On Non-Cumulative Preferred Stock
Michigan Law Review
Plaintiff held non-cumulative preferred stock in the defendant corporation. From 1925 through 1928 no dividends were declared upon this stock; although earnings were sufficient they were used instead for property improvements. Since 1928, dividends have been paid regularly on this stock at the specified rate. In 1930 a dividend was declared on the common stock. Plaintiff sued to have this amount paid instead as a dividend on the preferred stock, and to enjoin any payment of dividends on the common stock until full dividends were paid on the non-cumulative preferred stock for the period from 1925 to 1928. Held, …
Corporations-Stock Conversion-Obligation Of Interstate Carrier
Corporations-Stock Conversion-Obligation Of Interstate Carrier
Michigan Law Review
Plaintiff, holding preferred stock of the defendant railroad convertible into common stock, sought to exercise his right of conversion, and on the railroad's failure to comply, filed the present suit for damages. The answer set up as an affirmative defense that the defendant, an interstate common carrier, is subject to the jurisdiction of the Interstate Commerce Commission; by the 1920 amendment to the Interstate Commerce Act, 49 U. S. C. A. sec. 20a, it was made unlawful for any carrier to issue stock except by the Commission's sanction; on Feb. 7, 1927, for the first time demand was made for …