Law Commons^™

Bankruptcy Vérité, Lynn M. Lopucki, Joseph W. Doherty

Michigan Law Review

In the empirical study we report in Bankruptcy Fire Sales, we compared the recoveries from the going-concern bankruptcy sales of twenty-five large, public companies with the recoveries from the bankruptcy reorganizations of thirty large, public companies. We found that, controlling for the asset size of the company and its presale or pre-reorganization earnings ("EBITDA"), reorganization recoveries were more than double sale recovenes. We are honored that Professor James J. White has chosen to comment on our study. White is an eloquent defender of the status quo, pulls no punches, and always has something interesting to say. Bankruptcy Noir is …

Bankruptcy Noir, James J. White

Articles

In Bankruptcy Fire Sales, Professor LoPucki and Dr. Doherty do two things. First, they present provocative data about the relative payoff to be had in Chapter 11 by a full reorganization compared with the payoff from a section 363 sale without a full reorganization. Second, they give a yet more provocative explanation for their data. Taking a page from Professor LoPucki's recent book, they blame the meager return that they observe on 363 sales on the unprincipled behavior of the lawyers, managers, creditors, investment bankers, and even judges involved in the sales. Messrs. LoPucki and Doherty's data appear to …

Corporate Governance Lessons From Russian Enterprise Fiascos, Merritt B. Fox, Michael A. Heller

Articles

This Article draws on a rich array of deviant behavior in Russian enterprises to craft lessons for corporate governance theory. First, Professors Fox and Heller define corporate governance by looking to the economic functions of the firm. Based on this definition, they develop a typology that comprehensively shows all the channels through which bad corporate governance can inflict damage on a country's real economy. Second, they explain the causes of Russian enterprise fiascoes by looking to the particular initial conditions prevailing at privatization-untenable firm boundaries and insider allocation of firm shares-and the bargaining dynamics that have followed. This focus offers …

Corporate Judgement Proofing: A Response To Lynn Lopucki's 'The Death Of Liability', James J. White

Articles

In "The Death of Liability" Professor Lynn M. LoPucki argues that American businesses are rendering themselves judgment proof.- Using the metaphor of a poker game, Professor LoPucki claims American businesses are increasingly able to participate in the poker game without putting "chips in the pot." He argues that it has become easier for American companies to play the game without having chips in the pot because of the ease with which a modern debtor can grant secured credit, because of the growth of the peculiar form of sale known as asset securitization, because foreign havens for secreting assets are now …

Bankruptcy-Corporate Reorganization-Power Of Court To Order Interim Payments While Petition Is Pending Under Chapter X Of Bankruptcy Act, William F. Snyder S.Ed.

Michigan Law Review

A petition for reorganization was filed, pursuant to Chapter X of the Chandler Act, October 3, 1947, which was adjudged on the same day to be in good faith and within the terms of the act. The corporation was clearly solvent, in the sense that its assets exceeded its liabilities, but needed financial adjustment to meet the principal on outstanding income notes due the following June. Thereafter, and before a plan was approved, the court entered an order directing the trustee of the debtor to pay 6% to the holders of the first mortgage bonds as an interim distribution to …

Corporations-Appraisal Statutes-Demand By Dissenting Shareholder For Cash Value Of His Shares, William J. Schrenk

Michigan Law Review

Plaintiff shareholder, who dissented from a plan to sell all of defendant corporation's assets, sued under the Ohio statute to obtain appraisal of his shares. At plaintiff's request, an objection to the sale and a demand for the cash value of his shares was served upon defendant by his, attorney. Although the demand was made within the required period after the shareholders' meeting at which the plan was accepted, the trial court refused to allow appraisal on the ground that plaintiff did not make the demand personally and had not notified the corporation that his attorney was authorized to act …

Taxation-Income Tax-Deduction For Worthless Stock-Objective V. Subjective Test, Rosemary Scott

Michigan Law Review

The taxpayer held stock in a corporation - which had been in receivership for five years, and which had, during all of that time, liabilities substantially exceeding its assets. When the receivership was ended and when a derivative suit against the management was compromised, the taxpayer declared the stock to be worthless and claimed a deduction for 1937. The commissioner denied the deduction on the ground that the stock had not become worthless in 1937. The Tax Court sustained this ruling and the circuit court of appeals affirmed. Held, the value of the stock should be determined by an …

Corporations - Capital, Capital Stock And Stock, Frederick K. Brown

Michigan Law Review

The recent case of Haggard v. Lexington Utilities Co. is typical of the nominalistic confusion occasioned by the use of the terms "capital" and "capital stock." Whatever progress the courts have made toward making them words of precise signification has not been reflected in the drafting of statutes, where they are employed to represent a bewildering number of connotations. The courts have recognized this and have not sought to make them words of art with a single, definitive meaning but through the mechanics of statutory interpretation have sought to divine the legislative intent.

Recent Important Decisions

Michigan Law Review

A collection of recent important court decisions.

Cases On The Law Of Partnership, Floyd R. Mechem, Frank L. Sage

Books

Note to First Edition [1896]: "The following collection of cases has been made primarily for use in connection with the writer's lectures on Partnership in the Law School of this University and to accompany his 'Elements of Partnership' recently published."

Note to Third Edition: "In this edition the number of cases has again [from Second Edition] been considerably increased." F.R.M. ... October 1, 1905

Cases On The Law Of Partnership, Floyd R. Mechem, Frank L. Sage

Books

A casebook with selected cases to aid the teaching of partnership law.

Cases On The Law Of Partnership, Floyd R. Mechem

Books

A casebook with selected cases to aid the teaching of partnership law. First edition. Missing front matter.