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Full-Text Articles in Law
Corporations - Directors - Validity Of By-Law Permitting Removal Of Directors Without Cause, Timothy F. Scanlon
Corporations - Directors - Validity Of By-Law Permitting Removal Of Directors Without Cause, Timothy F. Scanlon
Michigan Law Review
A by-law of defendant, a Delaware corporation, permitted removal of a director with or without cause by a majority vote of the stockholders. The certificate of incorporation provided for a staggered board system which divided the board of directors into three groups, the term of one group expiring at each annual meeting. At a special stockholders' meeting three directors were removed without cause. Plaintiff, majority stockholder of the corporation, instituted an action to determine the validity of the removal. Held, the three directors were improperly removed since the by-law which allowed removal without cause was inconsistent with the certificate …
Corporations - Officers And Directors - Indemnification Of Expenses Incurred In Defense Of Contract Of Employment, John P. Williams
Corporations - Officers And Directors - Indemnification Of Expenses Incurred In Defense Of Contract Of Employment, John P. Williams
Michigan Law Review
Plaintiff, Sorenson, contracted with defendant, Overland Corporation, to become one of its directors, and the contract was approved by Overland's stockholders. After he began to serve as a director, Sorenson was made a party defendant to a stockholder's derivative suit attacking the propriety of his contract of employment with Overland. The derivative suit terminated in favor of Sorenson and he then brought an action for reimbursement of the counsel fees incurred by him in defending the stockholder's action. Plaintiff's action was under a corporate by-law providing that the corporation shall indemnify directors and officers against expenses incurred by them in …
Corporations - Officers And Directors - Liability For Realizing Less Than Full Value From Sale Of Corporate Assets On Dissolution, Howard N. Thiele, Jr.
Corporations - Officers And Directors - Liability For Realizing Less Than Full Value From Sale Of Corporate Assets On Dissolution, Howard N. Thiele, Jr.
Michigan Law Review
The defendants were directors, officers, and sole stockholders of a corporation engaged in the business of wholesaling electrical supplies. The business gradually declined until the corporation was no longer able to meet maturing obligations, even though expenses had been cut to a minimum. After trying unsuccessfully to borrow more money the defendants decided to wind up the business. Faced with several possible methods of liquidation, they chose to sell the assets at an open auction sale. The net proceeds of the sale were about $20,000, while the cost of the inventory had been at least $60,000. The creditors, through the …
Corporations--Shareholders-Effect On Voting Trust Agreement Of Inability To Transfer Shares To The Voting Trustees, Peter Van Domelen
Corporations--Shareholders-Effect On Voting Trust Agreement Of Inability To Transfer Shares To The Voting Trustees, Peter Van Domelen
Michigan Law Review
Plaintiff filed a petition in equity attacking his removal as a director and president of the defendant corporation on the grounds that such removal was brought about through the exercise of an alleged invalid voting trust agreement The plaintiff and another shareholder, each owning fifty per cent of the stock in the defendant corporation, had entered into a voting trust agreement by which they appointed themselves and a third party as voting trustees. At the time the trust agreement was executed, all of the stock was on deposit with an escrow agent subject to an existing escrow contract. Plaintiff challenged …
Corporations-Insolvency-Corporate Officers As Preferred Wage Claimants, E. C.V. Greenwood
Corporations-Insolvency-Corporate Officers As Preferred Wage Claimants, E. C.V. Greenwood
Michigan Law Review
A closed corporation, soon after its formation, executed an assignment for the benefit of creditors. One of the large creditors objected to a preferred wage claim allowed by the assignee to a vice-president and director of the assignor, the officer who had in fact been instrumental in executing the assignment. The claim was for wages amounting to two hundred fifty dollars for alleged manual work for the assignor prior to the assignment and was granted by the assignee on the theory that preferential treatment was authorized by the New York debtor and creditor statutes. The applicable statute reads as follows: …