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Articles 61 - 87 of 87
Full-Text Articles in Law
Corporations, Arthur T. Lane
Corporations, Arthur T. Lane
Washington Law Review
Covers cases on appraisal statutes—remedies of dissenting shareholders.
Washington Legislation-1955: Corporation Law, Harry M. Cross
Washington Legislation-1955: Corporation Law, Harry M. Cross
Washington Law Review
Covers the law on alien ownership of corporations.
Corporations, William D. Cameron
Corporations, William D. Cameron
Washington Law Review
Covers cases on assumption of obligations of a purchased business and on the power of the president to call stockholder meetings.
Corporations, J. Gordon Gose
Corporations, J. Gordon Gose
Washington Law Review
Covers corporate charitable contributions.
Corporations—Right Of Director To Inspect Corporate Books, Robert F. Brachtenbach
Corporations—Right Of Director To Inspect Corporate Books, Robert F. Brachtenbach
Washington Law Review
P, as a director and stockholder of a corporation, sought a writ of mandamus to compel the corporation's officers to make available for inspection by P certain corporate books and records. The court found that P's purposes in seeking inspection of the records were hostile to the corporation and if consummated would be inimical to the best interests of the corporation. The trial court dismissed P's petition. Held: Affirmed. State ex rel. Paschall v. Scott, 141 Wash. Dec. 62, 247 P.2d 543 (1952).
Corporations—Merger—Lawful Business Purpose, Gordon L. Jaynes
Corporations—Merger—Lawful Business Purpose, Gordon L. Jaynes
Washington Law Review
P, a minority stockholder in Z Corp., voted against a proposed agreement between Z and X Corp., whereby the shareholders of Z, in consideration of payment of $100, were to grant an option for over eighteen months, to purchase all shares of Z. D, a principal stockholder and director in Z, organized Y Corp., in which D was principal stockholder and director. Y had an authorized capitalization including both common and redeemable preferred stock. The directors of Z and Y approved a merger agreement between the two corporations, wherein shareholders of Z received one share of redeemable preferred stock in …
The Charging Order Under The Uniform Partnership Act, J. Gordoln Gose
The Charging Order Under The Uniform Partnership Act, J. Gordoln Gose
Washington Law Review
Substantially the same procedure prevailed throughout the United States under general execution statutes where the successive steps generally consisted of: (1) seizure of some or all of the partnership property under writ of execution; (2) sale of the debtor partner's "interest in the property"; (3) acquisition of the debtor partner's interest "in the property" by the purchaser at the execution sale, subject, however, to the payment of partnership debts and prior claims to the firm against the debtor partner; (4) compulsory dissolution and winding up of the partnership, and (5) distribution to the execution purchaser of the debtor partner's share …
Corporations—Rights Of Preferred Stockholders Upon Dissolution, Louis Rousso
Corporations—Rights Of Preferred Stockholders Upon Dissolution, Louis Rousso
Washington Law Review
A corporation's articles of incorporation provided: "In the event of any liquidation, dissolution or winding up of the Corporation the holders of the preferred stock shall be entitled to be paid in full the par value thereof, and all accrued unpaid dividends thereon [italics added] before any sum shall be paid to or any assets distributed among the holders of the common stock." During the corporation's existence, it had never declared a dividend. Furthermore, there was no surplus on hand at date of dissolution. In an attempt to determine the rights of the respective stockholders, the liquidating trustees of the …
Trust Fund Doctrine Revisited, Part Ii, James R. Ellis, Charles L. Sayre
Trust Fund Doctrine Revisited, Part Ii, James R. Ellis, Charles L. Sayre
Washington Law Review
We have chosen the problem of recovery of unpaid subscriptions to illustrate the influence of the trust fund doctrine in our jurisdiction upon actions by creditors against shareholders.
Trust-Fund Doctrine Revisited [Part I], James R. Ellis, Charles L. Sayer
Trust-Fund Doctrine Revisited [Part I], James R. Ellis, Charles L. Sayer
Washington Law Review
The foundation case in Amenca was an action to restore dividends paid out to shareholders by an insolvent bank, but from limited beginnings the trust-fund doctrine expanded to become a major legal weapon for corporate creditors under a wide variety of conditions. In this discussion we propose to treat separately three major aspects of the trust-fund problem: (1) the status of corporate insolvency, which was a condition precedent to the operation of the rule; (2) the rights of creditors against creditors; and (3) the rights of creditors against shareholders. Our analysis will be confined chiefly to the statutory and case …
The Effect Of The National Bankruptcy Code Upon The Uniform Business Corporations Act, Jennings P. Felix
The Effect Of The National Bankruptcy Code Upon The Uniform Business Corporations Act, Jennings P. Felix
Washington Law Review
The Federal Constitution provides that Congress shall have the power to establish uniform bankruptcy laws. This does not deprive the states of their power to enact insolvency laws but merely suspends the operation of such laws where enforcement would conflict with the Federal Act. Whether an insolvency statute is considered a bankruptcy act depends on whether the debtor is given an absolute discharge. The whole of the state act or merely the discharge portion may be invalid depending upon whether its other sections are inseparably interlaced with the discharge provision. If the highest court of the state declares its discharge …
Administration Of Partnership Estates In Washington: Probate Code V Uniform Partnership Act, John Mcsherry, Jr.
Administration Of Partnership Estates In Washington: Probate Code V Uniform Partnership Act, John Mcsherry, Jr.
Washington Law Review
Were a contest to arise today in Washington between a surviving partner and the administrator or executor of his deceased partner's estate, as, to which has the right to administer the partnership estate (assuming the surviving partner has not complied with the requirements of the Probate Code), each contestant could invoke statutes which apparently support his claim and exclude the other's. The administrator would turn to the Probate Code; the surviving partner, to the Uniform Partnership Act. Our court would then be faced with the task of deciding which should control.
Legal Characteristics And Consequences Of Voting Trusts, J. Gordon Gose
Legal Characteristics And Consequences Of Voting Trusts, J. Gordon Gose
Washington Law Review
Quite frequently it becomes desirable for corporate stockholders to combine the voting power of their stock for a common purpose. The device usually employed to achieve that objective is the voting trust. Under the conventional voting trust arrangement, two or more stockholders transfer the legal title to their stock to a common trustee, who causes new certificates to be issued in his name. The voting trustee then issues voting trust certificates to the beneficial owners of the stock. The terms under which the stock is held in trust are defined by a written voting trust agreement.
Disregarding The Entity Of Private Corporations [Part 2], Charles Horowitz
Disregarding The Entity Of Private Corporations [Part 2], Charles Horowitz
Washington Law Review
A continuation of the article, beginning with section IV, The Nature of the Duty Enforced.
Disregarding The Entity Of Private Corporations [Part 1], Charles Horowitz
Disregarding The Entity Of Private Corporations [Part 1], Charles Horowitz
Washington Law Review
Although the device of incorporation has a number of advantages over other types of business organization such as partnerships, joint stock companies, and common law trusts, the advantage that has held the greatest appeal to prospective stockholders has been the advantage of limited liability. This advantage probably accounts for the widespread popularity of incorporation as a business device. In the last 100 years corporate growth has been such that it dominates the business life of the country. It has become apparent with the passage of time, however, that the device of incorporation can be used in such a way as …
Reorganization Under The Chandler Act: Features Of The New Revised Bankruptcy Law That Pertain To Corporate Reorganization, Roger L. Shidler
Reorganization Under The Chandler Act: Features Of The New Revised Bankruptcy Law That Pertain To Corporate Reorganization, Roger L. Shidler
Washington Law Review
The Chandler Act, which makes a complete revision of the bankruptcy laws, became effective on September 22, 1938. In this act there are incorporated some very substantial changes in the law relating to corporate reorganizations. The corporate reorganization provisions in former Section 77-B of the Bankruptcy Act have been changed and revised, and have been incorporated in the new bankruptcy act as Chapter X. Most of the changes were made as a result of the recommendations of the Securities and Exchange Commission, after a study of corporate reorganizations made by direction of Congress. While many of the changes are purely …
Accountability Of Promoters To The Corporation For Profits, Maurice Gershon
Accountability Of Promoters To The Corporation For Profits, Maurice Gershon
Washington Law Review
The Washington cases involving the question of the corporation's right of action against promoters who reap secret profits, do not yet cover the complete scope of legal principles developed on this subject. The cases state general conclusions and are inadequately discussed. In order that the Washington cases may be better evaluated, a brief summary of the general rules as applied in other jurisdictions, will first be presented.
Funds Available For Corporate Dividends In Washington [Part 2], Joseph Warren Greenough, Leslie J. Ayer
Funds Available For Corporate Dividends In Washington [Part 2], Joseph Warren Greenough, Leslie J. Ayer
Washington Law Review
No abstract provided.
The New Washington Business Corporation Act [Part 3], Leslie J. Ayer
The New Washington Business Corporation Act [Part 3], Leslie J. Ayer
Washington Law Review
No abstract provided.
The New Washington Business Corporation Act [Part 2], Leslie J. Ayer
The New Washington Business Corporation Act [Part 2], Leslie J. Ayer
Washington Law Review
No abstract provided.
The New Washington Business Corporation Act—Reserved Power Of Legislature To Change, Leslie J. Ayer
The New Washington Business Corporation Act—Reserved Power Of Legislature To Change, Leslie J. Ayer
Washington Law Review
The new Washington Domestic and Foreign Corporation Act was enacted by the State of Washington at the session of its Legislature convened January 9, and adjourned March 9, 1933. The Act was approved by the Governor on March 21, 1933, and by an express provision therein became effective on and after January 1, 1934. The Act is patterned upon the Uniform Business Corporation Act and may be cited as such. The history of, and the consideration given to, the drafting of this Act is treated in a note introductory to the draft originally submitted to the Legislature, published in an …
Uniform Business Corporation Act And The Uniform Stock Transfer Act, Anon
Uniform Business Corporation Act And The Uniform Stock Transfer Act, Anon
Washington Law Review
The following drafts of the Uniform Business Corporation Act and the Uniform Stock Transfer Act, submitted by a committee appointed for the revision of the corporation laws of the State of Washington, received the unanimous approval of the Washington State Bar Association at its last annual meeting, both in round table and general session.
Cases On Partnership And Other Unincorporated Associations, By Scott Rowley (1927), J. Grattan O'Bryan
Cases On Partnership And Other Unincorporated Associations, By Scott Rowley (1927), J. Grattan O'Bryan
Washington Law Review
No abstract provided.
When May An Ultra Vires Contract Be Enforced In Washington?, Elwood Hutcheson
When May An Ultra Vires Contract Be Enforced In Washington?, Elwood Hutcheson
Washington Law Review
Under the early common law, an ultra vires contract of a private corporation was absolutely void, on the theory that there being no power to make such a contract, legally there was no contract. It is at the present time well established in practically all jurisdictions that neither an action at law nor in equity can be maintained either by or against a corporation on an ultra vires contract which remains executory as to both parties or has been only partially performed, even though unanimously ratified by the board and stock holders. It is also well settled that where such …
The "Trust Fund" Theory: A Study In Psychology, Hyman Zettler
The "Trust Fund" Theory: A Study In Psychology, Hyman Zettler
Washington Law Review
The trust fund doctrine was one of the most interesting judicial creations of the last half of the nineteenth century. It performed and still performs a very useful function, but it has suffered much from its unfortunate name. In some jurisdictions the result has been an undue curtailment of its functions; in others, an undue extension of them. The doctrine has apparently come in for its most extensive application in our own jurisdiction. Indeed, it is here reaching out for new fields. It is, therefore, important for us to know the real scope of the theory and whether it should …
The Administration Of The Property Of A Deceased Partner, Burton J. Wheelon
The Administration Of The Property Of A Deceased Partner, Burton J. Wheelon
Washington Law Review
The descent of property to heirs or devisees is a right conferred by society and the statutes governing administration and distribution must, as a general rule, be strictly complied with. The case of the administration of a deceased member of a partnership, however, deals with property which does not belong to the deceased alone, but in which the surviving partners have a common and often equal or superior interest. Furthermore, the obligations incurred by the firm, through its members, bind the members jointly, it being remembered that a partnership is not an entity in the eyes of the law, but …
Principles Of Corporation Law, By William W. Cook (1925), Ivan W. Goodner
Principles Of Corporation Law, By William W. Cook (1925), Ivan W. Goodner
Washington Law Review
No abstract provided.