Securities Law Commons^™

Public Utility Debt Ratios And The Public Interest--Reasonable Fixed Charges And Just And Reasonable Rates, Melvin G. Dakin

Vanderbilt Law Review

Mr, Dakin explores the complex and difficult field of the financing of public utilities corporations. He describes and evaluates the approaches of four commissions: the Securities and Exchange Commission which must approve the reorganization of public utilities corporations which have gone into bankruptcy, the Federal Communications Commission, the Federal Power Commission, and the Michigan Public Service Commission. He concludes by suggesting that in some instances these agencies are placing too great emphasis on their conception of sound financing at the expense of the customers served by these utilities.

Antiturst Law-Exemptions For Regulated Industries - Applicability Of The Antitrust Laws To Stock Exchanges, Peter D. Byrnes S.Ed.

Michigan Law Review

Defendant, the New York Stock Exchange, directed its members to discontinue their direct private wire connections with plaintiffs who were non-member brokers. These private wire connections were utilized primarily for facilitating transactions in the over-the-counter market. Repeated requests by plaintiffs for reinstatement were ignored, and the defendant refused to apprise the plaintiffs of the reasons for its action. Plaintiffs then brought suit, seeking damages and injunctive relief pursuant to sections 4 and 16 of the Clayton Act. Maintaining that defendant's conduct violated section 1 of the Sherman Act, plaintiffs moved for summary judgment. Held, motion granted.6 Defendant does not …

Taxation- Federal Income Tax-Status Of Stock-For-Stock Exchange Where Boot Is Involved, Roger B. Harris S. Ed

Michigan Law Review

Taxpayer was the sole stockholder of International Dairy Supply Company. In 1952, Foremost Dairies, Inc. acquired from taxpayer all his stock in Supply Company in exchange for 82,375 shares of Foremast's common stock and 3,000,000 dollars cash. Taxpayer reported as gain from the transaction only the 3,000,000 dollars "boot" received, less allowable expenses. The Commissioner determined a deficiency of 278,823 dollars, asserting that the nonrecognition provision of the 1939 Code counterpart of section 356 (a) (1) was inapplicable and therefore taxpayer's entire gain realized on the disposition must be recognized. The Tax Court upheld taxpayer's contention that by virtue of …

Business Associations -- 1961 Tennessee Survey, Kenneth L. Roberts

Vanderbilt Law Review

I. CASES

A. Disregard of Corporate Entity

B. Action in Corporate Name After Revocation of Charter

C. Effect of Merger

1. Privilege Tax

2. Statute of Limitations

D. Judicial Intervention in Internal Corporate Affairs

E. Disregard of Fictitious Corporate Records

F. Criminal Liability of Corporation for Acts of Agents

G. Corporate Venue Under Federal Anti-Trust Laws

II. STATUTES

A. Unincorporated Associations Treated as Corporations

B. Amendments to Securities Law

C. Massachusetts Trust Act

D. Industrial Development Corporation "Projects"

E. Amendments Relating to General Welfare Corporations

F. Miscellany

Creditors' Rights And Security Transactions -- 1961 Tennessee Survey, Forrest W. Lacey

Vanderbilt Law Review

Two cases involving a claim of usury were decided during the period of this survey. However, in one, Post Sign Co. v. Jemc's, Inc.,'the court did not reach the issue of usury, but instead held that this issue could not be raised by the parties involved. The facts were somewhat complicated.

Sec Rule X-10b-5 As A Weapon Against The Stock Swindle

Washington and Lee Law Review

No abstract provided.

Regulation Of Business - Sec Rule X-10b-5 - Recovery By Corporation Fradulently Induced To Issue Shares, William S. Bach

Michigan Law Review

Defendants, Mountain States Securities Corporation and former officers of Consolidated American Industries, Inc., organized a dummy corporation, the Mid-Atlantic Development Company. The defendants drew a formal contract whereby Mid-Atlantic agreed to transfer worthless Cuban insurance company stock and equally valueless Honduran oil exploration rights to Consolidated in exchange for 700,000 shares of Consolidated stock. Consolidated's former secretary falsely certified a corporate resolution authorizing the issuance of the stock, and its former general counsel advised Consolidated's stock transfer agent that the transaction was exempt from SEC regulation. Acting on these representations, the transfer agent issued the Consolidated stock. Since at this …

Federal Antitrust Law - Stockholders' Remedies For Corporate Injury Resulting From Antitrust Violations: Derivative Antitrust Suit And Fiduciary Duty Action, William Y. Webb S.Ed.

Michigan Law Review

The question of what remedies are available to a stockholder whose corporation has been injured or is threatened with injury by acts violative of the federal antitrust laws is largely unexplored. The staggering fines suffered by a number of corporations in the recent electrical industry criminal antitrust convictions demonstrate, however, that the question is both timely and important. Moreover, its answer could have a great impact both upon the means of protecting corporate minority rights and upon the means of private enforcement of the federal antitrust laws. The stockholders' derivative suit affords two remedies which deal with these two points …

Tingle: The Stockholder's Remedy Of Corporate Dissolution, Hugh L. Sowards

Michigan Law Review

A Review of The Stockholder's Remedy of Corporate Dissolution. By James O'Malley Tingle

Corporations - Securities Regulation - Violation Of Proxy Regulations Gives Private Right Of Action But Federal Courts Are Limited Regarding Remedy, Thomas A. Hogan

Villanova Law Review

No abstract provided.