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Full-Text Articles in Securities Law
Article Eight: A Premise And Three Problems, Ernest L. Folk Iii
Article Eight: A Premise And Three Problems, Ernest L. Folk Iii
Michigan Law Review
This essay concerns itself with a basic premise and three problems concerning investment securities under Article Eight of the Uniform Commercial Code (Code). Although some amount of relevant exposition is necessary to make the arguments intelligible, general familiarity with the essentials of the Code's treatment of investment securities is assumed.
The Evolving Role Of Section 16(B), William H. Painter
The Evolving Role Of Section 16(B), William H. Painter
Michigan Law Review
The evils which section 16(b) of the Securities Exchange Act of 1934 was enacted to prevent are well known. As expressed in one of the committee reports, this so-called "shortswing trading" provision was intended "to protect the interests of the public against the predatory operations of directors, officers, and principal stockholders of corporations by preventing them from speculating in the stock of the corporations to which they owe a fiduciary duty." To curb such speculation, section 16(b) provides for recovery by the corporation, or by one or more stockholders acting in its behalf, of any "profit realized" from purchases and …
Corporations - Shareholders - Majority Liability For Improper Stock Redemption By Corporation And For Misrepresentations In Private Stock Purchases From Minority Holders, James M. Tobin
Michigan Law Review
In 1942 a seemingly innocuous suit was brought against the Axton-Fisher Tobacco Corporation to determine the propriety of the alteration of a stock redemption. In 1955 Judge Leahy of the Federal District Court for Delaware handed down an opinion on the damages and relief to be given in the case in what he hopefully termed was the final phase of this famous litigation. It is the purpose of this comment to appraise the basis of the recovery allowed by Judge Leahy. Two readily distinguishable problems will be treated: (1) the nature of relief from a stock redemption called by fiduciaries …
Securities Legislation - Limitations Upon The Scope Of Rule X-10b-5, Cyril Moscow
Securities Legislation - Limitations Upon The Scope Of Rule X-10b-5, Cyril Moscow
Michigan Law Review
A syndicate attempted to acquire all of the outstanding stock in a bridge corporation pursuant to a plan to transfer the stock to a bridge commission and realize substantial returns. The price offered for the stock was well over the market price but the resale plan was not disclosed. After control of 80 percent of the stock was obtained, the syndicate's purchasing agents were installed as officers and directors. They continued to purchase the stock without revealing the plan and the anticipated profits. Upon the completion of the plan, former stockholders in the corporation brought a class action against the …
Corporations - Officers And Directors - Duty To Investigate Purchasers Of Controlling Interest, Michigan Law Review
Corporations - Officers And Directors - Duty To Investigate Purchasers Of Controlling Interest, Michigan Law Review
Michigan Law Review
Plaintiff corporation, an investment trust specializing in shares of small life insurance companies, brought an action against its former officers and directors, referred to as "the management group," who in 1937 owned twenty-seven per cent of the outstanding stock of the corporation. This group sold all their stock at an inflated price to another group, referred to as "the Boston group," who on the resignation of the management group immediately elected themselves to the control of the corporation. By this control the Boston group obtained access to the portfolio and proceeded systematically to rob the corporation of all its securities. …
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 - Power Of Attorney To Transfer Stock On The Books Of The Corporation, Royal E. Thompson
Corporations - Power Of Attorney To Transfer Stock On The Books Of The Corporation, Royal E. Thompson
Michigan Law Review
Although a power of attorney to transfer stock on the books of the corporation is found almost as a matter of course on the reverse side of stock certificates, along with a form for assignment of the certificate, there is surprisingly little to be found in the authorities, as to why it is there. An inquiry into the reasons, if any, for such a provision is the purpose of this discussion. A decision of last summer, by the New York Supreme Court, New York County, lends present emphasis to the query. Three certificates of stock which had been indorsed in …
Corporations - Obligation To Refund Dividends Paid Out Of Capital
Corporations - Obligation To Refund Dividends Paid Out Of Capital
Michigan Law Review
The general rule is fairly well established that, where dividends are paid, in whole or in part, out of the capital stock, corporate creditors, being such when the dividend was declared, or becoming such at any subsequent time, may, to the extent of their claims, if such claims are not otherwise paid, compel the stockholders to whom the dividend has been paid to refund whatever portion of the dividend was taken out of the capital stock. This, however, has been modified in the federal courts to the extent that where the dividend, although paid entirely out of capital, was received …