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Articles 1 - 14 of 14
Full-Text Articles in Securities Law
Trading In Securities By Directors, Officers And Stock.Holders: Section 16 Of The Securities Exchange Act, Kenneth L. Yourd
Trading In Securities By Directors, Officers And Stock.Holders: Section 16 Of The Securities Exchange Act, Kenneth L. Yourd
Michigan Law Review
The prime objective of the Securities Exchange Act is the establishment and maintenance of a free and open market for trading in securities; a free and open market in the sense that the prices obtaining thereon represent an evaluation of worth based upon a full knowledge in all traders of all pertinent facts and circumstances. In an attempt to achieve a realization of the ideal concept of a free and open market, the framers of the Securities Exchange Act have been careful to bring within the purview of the enactment all elements which they believed in any way were reflected …
Corporations - Recapitalization By Statutory Merger And Consolidation, Robert Meisenholder
Corporations - Recapitalization By Statutory Merger And Consolidation, Robert Meisenholder
Michigan Law Review
When changes in the capital structure of a corporation are attempted by amendment or by voluntary reorganization plans, such efforts at recapitalization are often blocked by dissenting stockholders. As a result, attempts have been made to recapitalize and force dissenting stockholders to go along by following the procedure of the merger and solidation statutes. The extent to which these statutes governing merger and consolidation can be used in order to change the capital structure of a corporation will be examined here. This discussion will consider, first, the governing rules concerning possible .changes in a stockholder's interest and rights when two …
Corporations - Modification Provisions Of Corporate Mortgages And Trust Indentures, Charles H. Haines Jr.
Corporations - Modification Provisions Of Corporate Mortgages And Trust Indentures, Charles H. Haines Jr.
Michigan Law Review
As early as the late 1800's it was not uncommon to find included in corporate mortgages and trust indentures provisions looking to the modification of the rights of the bondholders by action of a given majority of such holders. Ordinarily the power conferred could not be exercised by the holders of less than seventy-five per cent in value of the outstanding bonds; the modification authorized might be the alteration of security rights, the deferment of payments of interest or principal, the reduction of interest, or even the reduction of the debt. Inasmuch as the same equitable doctrines limit their use, …
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 …
Securities Legislation - Act Of 1933 - Withdrawal Of Registration Statement, Fred C. Newman
Securities Legislation - Act Of 1933 - Withdrawal Of Registration Statement, Fred C. Newman
Michigan Law Review
The right to withdraw, a registration statement filed with the Securities and Exchange Commission was involved in a recent case. The plaintiff had filed a registration statement with the Securities and Exchange Commission. The statement became effective. Thereafter, the commission instituted proceedings under the stop order provision. There had been no sale of shares to which the registration statement related. After the hearings commenced, plaintiff petitioned the commission for permission to withdraw the registration statement. The commission denied the petition. Thereupon plaintiff filed a bill in equity, praying that the commission be required to permit plaintiff to withdraw its registration …
Taxation-Income Tax-Dealings By Corporation In Its Own Stock, John N. Seaman
Taxation-Income Tax-Dealings By Corporation In Its Own Stock, John N. Seaman
Michigan Law Review
From 1921 to 1929, appellee corporation bought shares of its own stock, not for retirement, but to sustain the market, to increase the number of shareholders by resale in smaller blocks, and for other reasons. This stock was held as treasury stock. In 1929 it was sold by the corporation, at a profit. From 1920 to 1934 the Treasury Regulations exempted the proceeds of such a transaction from income tax, treating the purchase and sale as separate decrease and increase in the capital, and not as resulting in income. But in 1934 the regulation was changed, so as to tax …
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. …
Securities Legislation - Public Utility Holding Company Act Of 1935 - Extension Of Maturity Date As New "Issue", Edmund O'Hare
Securities Legislation - Public Utility Holding Company Act Of 1935 - Extension Of Maturity Date As New "Issue", Edmund O'Hare
Michigan Law Review
Defendant a public utility holding company, wished to obtain a one year extension of the maturity date of its unsecured "5 1/2 % Convertible Investment Certificates" by inducing the holders thereof to assent to such extension in return for a twenty per cent payment of the principal of each certificate. The Securities and Exchange Commission sued to enjoin defendant from using the mails or other instrumentalities of interstate commerce in carrying out its plan, because defendant had not filed a declaration under section 7 of the Public Utilities Holding Company Act of 1935, in connection with the proposed extension. Held …
Corporations - Right Of The Registrant To Withdraw A Registration Statement Under The Securities Act Of 1933, Arthur A. Greene Jr.
Corporations - Right Of The Registrant To Withdraw A Registration Statement Under The Securities Act Of 1933, Arthur A. Greene Jr.
Michigan Law Review
One day after the registration statement filed by the corporation became effective, the Securities and Exchange Commission ordered a hearing to determine whether or not a stop order should be issued to suspend the effectiveness of the registration statement. Various issues of the same stock which registrant proposed to issue had been sold on the market, prior to the filing of the registration statement. During the hearings the corporation filed a motion to withdraw its registration statement. The motion was denied. The Securities and Exchange Commission applied to the district court for an order to compel obedience to its subpoena …
Corporations - Stockholders' Suits - Federal Courts -Requirement Of Stock Ownership At The Time Of The Injury Complained Of, Robert E. Sipes
Corporations - Stockholders' Suits - Federal Courts -Requirement Of Stock Ownership At The Time Of The Injury Complained Of, Robert E. Sipes
Michigan Law Review
When necessary to protect the interest of a stockholder, a court of equity will entertain an action by the stockholder to enforce a right belonging to the corporation. The suit is a derivative one, the corporation being the party primarily injured and the immediate beneficiary of the proceeds of any judgment. The basis for the suit has been explained in a number of ways. It has been held that in a proper case equity will disregard the corporate fiction and allow the derivative suit in order to protect the right which beneficially belongs to the stockholder although nominally to the …
A Warning Signal For Municipal Bondholders: Some Implications Of Erie Railroad V. Tompkins, Irvin Long
A Warning Signal For Municipal Bondholders: Some Implications Of Erie Railroad V. Tompkins, Irvin Long
Michigan Law Review
That branch of municipal bond litigation in which the character and validity of the obligations is involved has usually been conducted in the federal courts. Bondholders pressing for payment of their defaulted bonds usually are nonresidents of the state where the city, county or other defaulting municipality is located. Varying and contradictory state court decisions taught them that no settled rule of decision in the state courts could be expected. The arguments of their counsel, which many of the earlier volumes of the Supreme Court reports preserve, show that they distrusted a judiciary elected for short terms, as was the …
Corporations - Negotiability Of Stock Certificates - Uniform Stock Transfer Act, Charles R. Linton
Corporations - Negotiability Of Stock Certificates - Uniform Stock Transfer Act, Charles R. Linton
Michigan Law Review
Plaintiff holding company was incorporated with Murtland and two dummies as shareholders and officers. Murtland pledged a stock certificate, representing shares of another corporation owned by his corporation, with the defendant bank to secure a personal loan; an assignment and power of attorney was executed by the plaintiff through Murtland and one of the dummy shareholders as officers, the other shareholder having knowledge of the transaction. Upon the bankruptcy of Murtland, defendant sought to sell the collateral; plaintiff seeks to enjoin the sale on the ground that the assignment had not been authorized by its board of directors. Held, …
Securities Legislation - Securities Act - Stop Order Proceedings - Administrative Tests Of Materiality, Bertram H. Lebeis
Securities Legislation - Securities Act - Stop Order Proceedings - Administrative Tests Of Materiality, Bertram H. Lebeis
Michigan Law Review
With a view toward correcting many of the abuses which had accompanied the distribution of securities, the Congressional mandate embodied in the Securities Act of 1933, together with the regulations of the Securities and Exchange Commission adopted in pursuance thereof, require the publication of much information previously withheld from the investing public. The basic objective of the act is the full disclosure of every essentially important element attending issues of securities in interstate commerce or through the mails, and to that end the commission is empowered to issue a stop order suspending the effectiveness of a registration statement if it …
Taxation -Income Tax - Profit On Sale Of Securities - Identification Of Shares Sold, Milton A. Kramer
Taxation -Income Tax - Profit On Sale Of Securities - Identification Of Shares Sold, Milton A. Kramer
Michigan Law Review
The taxpayer ordered his broker to sell certain shares of stock purchased in March, 1929, which were on deposit at a bank. He then ordered the bank to deliver a thousand shares from certificates numbered 80250 to 80258 inclusive, and 80264. It does not appear whether the instructions were written or oral. The bank, however, delivered by mistake certificates from another lot which had a considerably lower cost basis and had been held as collateral since 1925. The Board of Tax Appeals concluded that the shares delivered to the broker as represented by the certificates were the shares actually sold …