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Full-Text Articles in Law
The Success Of Chapter 11: A Challenge To The Critics, Elizabeth Warren, Jay Lawrence Westbrook
The Success Of Chapter 11: A Challenge To The Critics, Elizabeth Warren, Jay Lawrence Westbrook
Michigan Law Review
Although Chapter 11 has served as a model for bankruptcy reform around the world, the conventional wisdom has been that it is characterized by a relatively low success rate and endless delay. The data from large samples of Chapter 11 cases filed in 1994 and 2002 demonstrate that this characterization is wrong. Nearly all troubled companies choose Chapter 11 over Chapter 7 liquidation, which means that the system serves a critical screening function to eliminate hopeless cases relatively quickly. Almost half the unsuccessful cases were jettisoned within six months and almost eighty percent were gone within a year The cases …
Personal Holding Companies And The Revenue Act Of 1964, Jerome B. Libin
Personal Holding Companies And The Revenue Act Of 1964, Jerome B. Libin
Michigan Law Review
By 1964, many years had elapsed since significant changes were made in the federal income tax treatment of so-called "personal holding companies." For that reason alone, any amendments contained in the Revenue Act of 1964 that dealt with personal holding companies would have deserved attention. But the fact is that the changes made by the 1964 Act are so powerful in their thrust that they require the most careful kind of study by every practitioner charged with advising closely held corporations. Since the new provisions are rather complicated in nature, such a study cannot lead to a full understanding of …
Right Of A Surviving Partner To Purchase A Deceased Partner's Interest Under The Uniform Partnership Act, Charles R. Frederickson
Right Of A Surviving Partner To Purchase A Deceased Partner's Interest Under The Uniform Partnership Act, Charles R. Frederickson
Michigan Law Review
This discussion is intended to demonstrate that, under the act, the likelihood of fraud should no longer be so controlling a factor as to require invariably a liquidation sale of partnership assets when a court of equity has within its supervisory powers the ability to protect fully all of the parties involved when a partnership is dissolved by death.
Insider Securities Dealings During Corporate Crises, Victor Brudney
Insider Securities Dealings During Corporate Crises, Victor Brudney
Michigan Law Review
The problem of assuring the fidelity of corporate insiders to the public investors in their enterprises figured prominently in legal literature and law reform proposals twenty-five or thirty years ago. In recent years, that question has attracted relatively less attention-in part because of the appearance or recognition of more significant problems in the relationship of publicly-held corporate enterprise to the national well-being, but in part also because of the development by courts, legislatures and administrative agencies-and to some extent by the insiders' community itself-of more exacting standards of loyalty. Recognition of broader obligations to their corporations and to public investors …
Tingle: The Stockholder's Remedy Of Corporate Dissolution, Hugh L. Sowards
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 - Liquidation Upon Deadlock In Closely-Held Corporation - Interpretion Of Wisconsin Statute, Strong V. Fromm Laboratories,, Paul Komives
Michigan Law Review
Plaintiff, as trustee of an estate, held fifty percent of the shares of a going corporation. An election to fill all four positions on the corporation's board of directors was held. Since a by-law required that directors be shareholders, plaintiff was the only member of his own faction for whom he could vote. The opposing faction, holding the remaining fifty percent of the shares, had four eligible candidates. Votes for each of the four were cast, with one receiving one vote less than the other three. Plaintiff voted all of his shares for himself and also cast a vote of …
"Fair And Equitable" Distribution Of Voting Power Under The Public Utility Holding Company Act Of 1935, Leo W. Leary
"Fair And Equitable" Distribution Of Voting Power Under The Public Utility Holding Company Act Of 1935, Leo W. Leary
Michigan Law Review
In the Public Utility Holding Company Act of 1935 Congress gave the Securities and Exchange Commission the task of investigating voting power distribution among security holders in electric and gas holding companies and their subsidiaries. If the Commission finds that the corporate structure or continued existence of any company in a holding company system "unfairly or inequitably" distributes voting power among the investors in the system, it is the Commission's duty to order the offending corporation to take "such steps as the Commission shall find necessary" to cure this condition. This paper is an attempt to ascertain what the Commission …
Corporations-Majority Shareholder's Fraud In The Purchase Of Stock, Thomas P. Segerson S.Ed.
Corporations-Majority Shareholder's Fraud In The Purchase Of Stock, Thomas P. Segerson S.Ed.
Michigan Law Review
Whether or not there has been fraud in the purchase of property, due to either affirmative statements or mere non-disclosure, may well depend upon the relation of the purchaser to the vendor. The recent case of Speed v. Transamerica Corporation presents two questions relative to this problem in the purchase of corporation shares: first, whether the price quoted in an offer to purchase can ever be the basis of an action for fraud and deceit; and second, whether the majority shareholder of a corporation occupies a fiduciary relation to minority shareholders in the purchase of their stock. Defendant was the …
Some Latter Day Developments In The Taxation Of Liquidating Distributions: Is The Cop Still On The Beat?, Willard H. Pedrick
Some Latter Day Developments In The Taxation Of Liquidating Distributions: Is The Cop Still On The Beat?, Willard H. Pedrick
Michigan Law Review
Redemption and salvation are doctrinal terms suggestive of the enthusiasm of the camp meeting. It is altogether fitting that these terms be used in connection with the taxation of corporate liquidating distributions. Through redemption of his stock the shareholder may find this world's nearest approach to fiscal salvation-taxation of his receipts on a capital-gains basis. To say the shareholder's enthusiasm for capital-gains treatment approaches a religious zeal is to underestimate the matter. Nor is it difficult to understand his attitude. If corporate earnings and profits, subjected at the outset to a relatively Hat but heavy corporate income tax, are paid …
Taxing Distributions Pursuant To Corporate Reorganizations, William M. Emery
Taxing Distributions Pursuant To Corporate Reorganizations, William M. Emery
Michigan Law Review
"Distributions" implies that we are concerned with the tax problems of the stockholder rather than those of the corporation. And while one corporation may be the stockholder of another, my emphasis will be primarily upon stockholders who are individuals, including, of course, trusts and estates who are taxed as individuals.
Corporations-Dissolution-Payment Of "Accrued Unpaid Dividends" To Preferred Shareholders From Capital, Frank M. Bowen, Jr.
Corporations-Dissolution-Payment Of "Accrued Unpaid Dividends" To Preferred Shareholders From Capital, Frank M. Bowen, Jr.
Michigan Law Review
The Big Bend Land Company was in the process of liquidation. The articles of incorporation provided for preferred stock which "in the event of any liquidation . . . " was " . . . entitled to be paid in full the par value thereof, and all accrued unpaid dividends thereon before any sum shall be paid to or any assets distributed among . . ." the common stock. No dividends had ever been declared or paid, nor had there ever been any surplus profits. After discharging all corporate liabilities, including payment of the par value of the preferred stock, …
Corporations-Applicability Of General Corporate Dissolution Procedure To Associations Organized Under Building And Loan Act, Howard W. Haftel S.Ed.
Corporations-Applicability Of General Corporate Dissolution Procedure To Associations Organized Under Building And Loan Act, Howard W. Haftel S.Ed.
Michigan Law Review
Building and loan associations are organizations designed for the general purpose of accumulating by gradual payments of their members a fund to be invested primarily in loans on real estate. At present these organizations almost invariably are corporations for profit. Because of their economic importance these associations have long been regarded as affected with a public interest and therefore subject to a higher degree of regulation than would be sustained in the case of ordinary profit-making corporations. Special legislation is necessary because building and loan associations differ widely from other corporations in financial structure and operation.
Partnership-Effect Of Provision That Executor Of Deceased Partner Shall Continue Partnership As Partner, Irving Slifkin S.Ed.
Partnership-Effect Of Provision That Executor Of Deceased Partner Shall Continue Partnership As Partner, Irving Slifkin S.Ed.
Michigan Law Review
In a recent decision the Wisconsin Supreme Court upheld the validity of a provision in a partnership agreement to the effect that the personal representative of the deceased partner should continue the business as a partner, and also stated: "There is no doubt that a partner may provide by his will that the partnership shall continue notwithstanding his death." The deceased partner by his will gave to his executor broad discretionary powers of sale over all of his property. To his widow the deceased partner bequeathed a share of his interest in the partnership business. The executor of the deceased …
Corporations-Extent Of Powers To Dispose Of Property In Winding Up Its Affairs Under Statutes Extending Corporate Existence, Joseph R. Brookshire S.Ed.
Corporations-Extent Of Powers To Dispose Of Property In Winding Up Its Affairs Under Statutes Extending Corporate Existence, Joseph R. Brookshire S.Ed.
Michigan Law Review
According to the common law a dissolved corporation ceased to exist for all purposes. Whether the dissolution was voluntary or involuntary, the effect of the dissolution was to deprive the corporation of all powers either de jure or de facto. It was necessary, therefore, that corporations facing dissolution proceed without delay toward a final liquidation and distribution of assets. Disregarding the old theory that personal property of dissolved corporations escheated to the state, and that its real estate reverted to the original granter or his heirs, and that debts due the corporation were extinguished, it is still apparent that hurried …
Taxation Of Partnership Assets Received By A Deceased Partner And His Estate, Donald H. Treadwell
Taxation Of Partnership Assets Received By A Deceased Partner And His Estate, Donald H. Treadwell
Michigan Law Review
The raising of funds to pay taxes will probably be a major problem of business men for many years to come. Closely rivaling it, however, is the problem of computing the tax. Though the economic definitions of income may be relatively simple, the complex business relationships necessitating equally complex accounting procedures often make the computation of income extremely difficult. This was demonstrated in the recent case of Helvering v. Enright's Estate, a tax case arising out of the death of a law partner. At the time of his death there were three types of assets which had been acquired …
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 - Derivative Suits - Insolvency As A Bar, Edmund O'Hare
Corporations - Derivative Suits - Insolvency As A Bar, Edmund O'Hare
Michigan Law Review
Plaintiff, stockholder in defendant bank, brought a derivative suit against the bank's directors to recover moneys allegedly wrongfully appropriated by them from the bank's assets. Before the commencement of the suit the bank had become insolvent and was in the process of liquidation. Held, the directors' motion to dismiss should be granted, since a stockholder may not maintain an action to hold an insolvent corporation's directors liable for fraud or mismanagement unless it appears that he will be benefited by the relief demanded, and full recovery here would still leave an excess of liabilities over assets. Falvey v. Foreman-State …
Corporations - Power Of Majority Stockholders To Reorganize By Transfer Of Assets To New Corporation In Exchange For Stock, Kenneth K. Luce
Corporations - Power Of Majority Stockholders To Reorganize By Transfer Of Assets To New Corporation In Exchange For Stock, Kenneth K. Luce
Michigan Law Review
A private corporation is solvent and prosperous but is nearing the time when its charter will expire. The directors call a stockholders' meeting at which the majority of the stockholders vote: first, to form a new corporation and, second, to transfer all the assets of the old corporation to the new corporation in consideration for the entire capital stock of the new corporation and the assumption by the new corporation of all liabilities of the old corporation. The plan further provides that the old corporation is then to be dissolved, and the stock of the new corporation is to be …
Corporate Reorganization-Section 77 Of The Bankruptcy Act--Power Of Court To Enjoin Sale Of Bonds Pledged As Collateral
Michigan Law Review
The recent Chicago, Rock Island case raised an interesting problem under Section 77 of the Bankruptcy Act. The Chicago, Rock Island as parent railroad of a system extending into one-fourth of the states, had pledged large blocks of its own mortgage bonds and those of its subsidiaries, as security for loans made to it by the Reconstruction Finance Corporation and some Chicago, New York, and St. Louis banks, under an agreement whereby the pledgees were given a power of private sale, without notice, upon set contingencies. In addition to the above it had previously pledged with trustees as security for …
Corporations - Dissolution - Distribution Of Assets Between Preferred And Common Stockholders
Corporations - Dissolution - Distribution Of Assets Between Preferred And Common Stockholders
Michigan Law Review
In periods of business depression, problems concerning the dissolution and liquidation of corporations, with the question of preference between the holders of the preferred and common stock, often become very acute. A recent case, presenting the question of preference from the aspect of unpaid dividends on preferred stock, is Penington v. Commonwealth Hotel Construction Corporation.
Corporations--Cumulative Preferred Stock-Effect Of By-Laws
Corporations--Cumulative Preferred Stock-Effect Of By-Laws
Michigan Law Review
An action was brought by preferred stockholders, during voluntary liquidation of a corporation, for payment of dividends, alleged to be cumulative, which had been passed on account of deficits during the two preceding years. The statutory provision giving the power to issue stock required the articles of incorporation to indicate, when any of the stock was preferred, whether or not the dividends should be cumulative. The articles stipulated that the preferred stock should be entitled to a six per cent dividend out of the net yearly income before any dividend should be paid on the common stock. A by-law, adopted …