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- Public Utility Holding Company Act of 1935 (2)
- Absolute priority (1)
- Bankruptcy Act (1)
- Bonds (1)
- Boston group (1)
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- Breach of duty (1)
- Charitable trust (1)
- Collusion (1)
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- Cumulative burdens (1)
- Death (1)
- Detroit Edison Co. v. Securities and Exchange Commission (1)
- Due care (1)
- Erie Railroad v. Tompkins (1)
- Exemption (1)
- Federal United Corporation v. Havender (1)
- Federal Water Service Corporation (1)
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- Fiduciary obligations (1)
- Fraud (1)
- Gray v. Portland Bank (1)
- Hospital (1)
- In re Estate of Boyle (1)
- Income (1)
- International Paper and Power Company (1)
- Interstate commerce (1)
- Investment trust (1)
- Liabilities (1)
- Liability (1)
- Life insurance companies (1)
Articles 1 - 12 of 12
Full-Text Articles in Securities Law
Holding Company Act - "Controlling Influence", Smith Warder
Holding Company Act - "Controlling Influence", Smith Warder
Michigan Law Review
Most new and revolutionary statutes for the regulation of interstate trade and commerce cause both lawyers and businessmen many headaches before their terms become fixed in meaning by judicial interpretation. The Public Utility Holding Company Act of 1935 is no exception. Difficult questions of interpretation are bound to arise under a statute of such a complicated nature, leaving, as it does, so much to the discretion of administrative officers. In the spring of this year the problem of what is a "controlling influence" was brought to light by two cases. While each case raised the question in a situation totally …
Holding Company Act - "Fair And Equitable" Plan, Michigan Law Review
Holding Company Act - "Fair And Equitable" Plan, Michigan Law Review
Michigan Law Review
Should the words "fair and equitable" in section II (e) of the Holding Company Act be construed differently than the same words in section 77 B of the Bankruptcy Act? The Securities and Exchange Commission faced this question in disposing of a proposed plan of merger involving Utility Operators Company and subsidiaries. A divided commission gave an affirmative answer to the above question, holding "fair and equitable" in the Holding Company Act to permit relative priority. This holding merits particular interest since the United States Supreme Court has held the same words as used in section 77B permitted only absolute …
Corporations - Pre-Emptive Rights Of Shareholders In Originally Authorized But Unissued Capital Stock, Everett R. Trebilcock
Corporations - Pre-Emptive Rights Of Shareholders In Originally Authorized But Unissued Capital Stock, Everett R. Trebilcock
Michigan Law Review
Plaintiff, a minority stockholder, brought an action to cancel 58,400 shares of originally authorized but unissued stock which the directors had issued to defendant general manager in payment of his services. Plaintiff contended this violated his pre-emptive right to subscribe to the shares and alleged the transaction was fraudulent in that defendant and the directors conspired to gain voting control. Held, the issue was proper because the stock was part of the first offering of original authorized capital stock to which plaintiff's pre-emptive right did not attach, and plaintiff failed to show collusion between directors and defendant to gain …
Municipal Corporations - Bonds Redeemable At Option Of Municipality- Notice To Bondholders Necessary To Stop Running Of Interest, Michigan Law Review
Municipal Corporations - Bonds Redeemable At Option Of Municipality- Notice To Bondholders Necessary To Stop Running Of Interest, Michigan Law Review
Michigan Law Review
Defendant municipality issued bonds redeemable before maturity at defendant's option. There was no provision for registration, and neither the statute nor the bonds provided for notice of redemption. In May,1938, notice was published in newspapers of general circulation that the bonds were to be redeemed on June 1. Plaintiff, owner of the entire issue, did not know of the redemption until September 27. It sued for interest from June 1 to September 27. Held, notice by publication is sufficient to stop the running of interest, and plaintiff is therefore not entitled to recover. Philadelphia Savings Fund Society v. City …
Securities Legislation - Public Utility Holding Company Act Jurisdiction Of The Securities And Exchange Commission, Robert Kneeland
Securities Legislation - Public Utility Holding Company Act Jurisdiction Of The Securities And Exchange Commission, Robert Kneeland
Michigan Law Review
In 1935 the International Paper and Power Company filed an application with the Securities and Exchange Commission to secure permanent exemption from the provisions of the Public Utility Holding Company Act of 1935. While this application was pending, the company formed a plan for recapitalization of its stock, and applied to the commission for an order validating the plan. The report of the commission on this plan was approved by the requisite number of shareholders of the company, whereupon the commission entered an order purporting to exempt from the provisions of the act the stock and the warrants for stock …
Trusts - Rights Of Successive Beneficiaries To Corporate Stock Dividends - Ordinary And Extraordinary Dividends, John C. Johnston
Trusts - Rights Of Successive Beneficiaries To Corporate Stock Dividends - Ordinary And Extraordinary Dividends, John C. Johnston
Michigan Law Review
Testatrix died in March, 1935 leaving 5,471 shares of N corporation stock in two trusts with directions that a portion of the income therefrom should be paid to her son during his life with remainder over to another. At the time of testatrix' death the N corporation had a large surplus, and had been paying regular quarterly dividends from current income. From April, 1935 to December, 1937 these quarterly dividends were continued at one dollar per share less than was customary, but because of business conditions they were paid partly from the surplus which had accumulated prior to the death …
Corporations - Reserved Powers - Abrogation Of Preferred Dividend Arrearages By Charter Amendment, Merger, Or Consolidation, William D. Sutton
Corporations - Reserved Powers - Abrogation Of Preferred Dividend Arrearages By Charter Amendment, Merger, Or Consolidation, William D. Sutton
Michigan Law Review
The "malignant" decision in the Dartmouth College case fathered the passage of reserved-power statutes in virtually all the states. These statutes, in turn, when opposed by the retaliatory fundamental-rights safeguards invoked by the courts for the protection of corporate stockholders, procreated problems which have grown more baffling and incorrigible with age. Not the least among these are proposed changes in the liabilities or rights of stockholders, especially the attempted abolition of unpaid accrued dividends upon cumulative preferred stock where there exists a surplus which might lawfully be applied to the payment of such dividends.
Trusts - Investment Of Trust Funds In The Securities Of Private Corporations, Felicia I. Hmiel
Trusts - Investment Of Trust Funds In The Securities Of Private Corporations, Felicia I. Hmiel
Michigan Law Review
The trustees of a charitable trust established for the erection and maintenance of a hospital sued the state attorney general as a representative of an unnamed class of beneficiaries to secure the approval of certain investments of the trust fund. The transactions in question were investments in the common and preferred stocks of private corporations. Held, the trustees had authority to invest in the common and preferred stocks of private corporations provided they exercised a reasonable degree of care under the circumstances. Rand v. McKittrick, (Mo. 1940) 142 S. W. (2d) 29.
Federal Courts - Decisions Of State Intermediate Courts As State Law To Be Applied By Federal Courts, Spencer E. Irons
Federal Courts - Decisions Of State Intermediate Courts As State Law To Be Applied By Federal Courts, Spencer E. Irons
Michigan Law Review
The Circuit Court of Appeals for the Sixth Circuit held that a federal district court in Ohio was not bound by a decision of the Cuyahoga County Court of Appeals to the effect that in a case of wrongful transfer of shares of stock, a demand and refusal was necessary to start the statute of limitations running. On certiorari, held, that, in ascertaining what the state law is, lower state court decisions are data which are not to be disregarded by a federal court, unless it is convinced by other persuasive data that the highest court of the state …
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. …
Garnishment Of Corporate Stock, Walter B. Connolly
Garnishment Of Corporate Stock, Walter B. Connolly
Michigan Law Review
Ancillary to an action on a foreign judgment obtained against defendant, plaintiff started a garnishment proceeding in Minnesota against certain domestic corporations including the Weisman Holding Co. Officers of the Weisman Holding Co. refused to make disclosures of the stock ownership of the principal defendant on the grounds that the plaintiff had no right to garnish defendant's shares of stock after the certificates for those shares had been delivered. Held, that the disclosure should be made because shares of corporate stock are "personalty" in possession of the corporation and subject to garnishment as the property of the shareholder, even …
Taxation - Commerce Clause - Tax By Seller State On Contract To Sell Interstate, Walter B. Connolly
Taxation - Commerce Clause - Tax By Seller State On Contract To Sell Interstate, Walter B. Connolly
Michigan Law Review
Appellants were partners in the securities business with offices in New York City. In the course of their business they agreed to sell shares of stock to two firms, one engaged in business in Philadelphia, the other in Washington, D. C. The securities were mailed to banks in Philadelphia and Washington for delivery upon payment of sight drafts attached. Under the tax law of the state of New York, a tax was levied on the sale of this stock. Appellants sought a refund of the tax on the ground that the statute imposed an unconstitutional burden on interstate commerce. Held …