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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 …
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 …
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 …
Collateral Liabilities Under Section 77b, Homer Kripke
Collateral Liabilities Under Section 77b, Homer Kripke
Michigan Law Review
The passage of section 77B of the Bankruptcy Act in 1934 suggested to some lawyers the possibility of using the section as a means of modifying or eliminating the responsibility of persons collaterally liable on obligations for which the corporation to be reorganized or its property was also responsible. The question arose in two common types of situations: (1) guaranties of payment of dividends on capital stock; (2) liability for payment of the bonds or other indebtedness of corporations. In either of these situations, can the liability of persons other than the corporaticm be discharged or modified by reorganization of …
Taxation-State Tax On Shares Of National Bank-Preferred Shares Held By Reconstruction Finance Corporation
Michigan Law Review
The Reconstruction Finance Corporation owned the entire issue of preferred stock of plaintiff bank The state statute putting a tax on stock of national banks was amended to allow the bank to be taxed directly and pass the tax on to its shareholders. A federal statute permitted states to tax, subject to certain limitations, all shares of national banking associations whose principal place of business was within the state. In a proceeding by the bank for the benefit of the Reconstruction Finance Corporation as well as itself to protest the collection of the tax, it was held that the shares …
Corporations -Apportionment Of Part Payment Of Purchase Price Of Stocks Bought In A Unit
Corporations -Apportionment Of Part Payment Of Purchase Price Of Stocks Bought In A Unit
Michigan Law Review
The defendant corporation entered into contracts for the sale of stock in blocks of three shares, two shares of first preferred at fifty dollars each par value and one share of second preferred at fifty dollars par value, the three shares to be sold in a unit for one hundred and thirty-five dollars. The contract contained an agreement that after six monthly payments had been made on the stock, upon default of the remaining payments the corporation would issue certificates of indebtedness for the amount paid in. In the dissolution of the corporation and the distribution of the assets, the …
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 …
The Influence Of Securities Regulation Upon Standards Of Corporation Financing, Forrest B. Ashby
The Influence Of Securities Regulation Upon Standards Of Corporation Financing, Forrest B. Ashby
Michigan Law Review
During the first years of the present century both promotional and manipulative swindling in connection with stocks and bonds flourished in the face of the obsolescent and poorly enforced fraud laws which were administered by prosecutors and courts inexperienced in corporate finance. It was not until 1911, after the securities problem had been put squarely before it by the state banking commissioner, that the Kansas legislature passed the first blue sky law to check the issuance and sale of unsound corporate obligations. Since 1911 the development of securities legislation has proceeded until at the present time forty-six states have statutes …