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Articles 1 - 11 of 11
Full-Text Articles in Law
Copeland & Towl: The Board Of Directors And Business Management, Michigan Law Review
Copeland & Towl: The Board Of Directors And Business Management, Michigan Law Review
Michigan Law Review
A Review of THE BOARD OF DIRECTORS AND BUSINESS MANAGEMENT. Melvin T. Copeland and Andrew R. Towl.
Corporations-Shareholders' Voting Agreements-Drafting Precautions, Leroy H. Redfern S.Ed.
Corporations-Shareholders' Voting Agreements-Drafting Precautions, Leroy H. Redfern S.Ed.
Michigan Law Review
The object of this comment is to consider some of the problems in drafting a pooling agreement so that the courts will carry into effect the vote as provided for in the agreement even though there is an attempted revocation or breach.
Corporations--Doing Professional Service Through Others, Joseph N. Morency, Jr. S.Ed.
Corporations--Doing Professional Service Through Others, Joseph N. Morency, Jr. S.Ed.
Michigan Law Review
The question whether a corporation empowered to engage in any lawful business may furnish professional services to its members or customers through the use of licensed agents has been a real problem for the courts. It is generally agreed that a corporation cannot furnish professional services to the public generally through or by means of employing licensed members of a profession for whose services it makes charges that go into the funds of the corporation; but it is equally well-settled that a corporation can engage in any lawful business or trade .even though practitioners are required to be licensed, provided …
Corporations-Restraints On Alienation Of Stock As Against Pledgees With Notice, John F. O'Connor S.Ed.
Corporations-Restraints On Alienation Of Stock As Against Pledgees With Notice, John F. O'Connor S.Ed.
Michigan Law Review
The charter and a by-law of the plaintiff corporation contained provisions which stipulated that before a stockholder could sell or transfer any stock, he must first offer the stock to the corporation. The relevant by-law appeared on every certificate of stock. The defendant Kiernan borrowed money from the defendant corporation for which he gave a collateral note secured by the pledge of his-stock in the plaintiff corporation. The stock certificate was delivered to the defendant corporation as pledgee. After the default of Kiernan, the plaintiff corporation brought a bill in equity to enjoin the sale of the pledged stock at …
Corporations--Transfer Of Shares--Restriction By Shareholders' Agreement, John E. Grosboll
Corporations--Transfer Of Shares--Restriction By Shareholders' Agreement, John E. Grosboll
Michigan Law Review
The original shareholders of a family corporation had entered into a private agreement, noted on the stock certificates, which provided that before sale by any of the parties of any stock to a non-member, such stock must first be offered to the remaining stockholders. Defendant B, the widow of one of the founders, contracted to sell her stock to plaintiff, a non-member, without first offering it to defendants L and M, who own the balance of the stock. Plaintiff now seeks specific performance of his contract with defendant B. Defendants L and M seek to exercise their …
Corporations--Voting Trusts--Non-Compliance With Statute As Basis For Judicial Termination, Robert K. Eifler S.Ed.
Corporations--Voting Trusts--Non-Compliance With Statute As Basis For Judicial Termination, Robert K. Eifler S.Ed.
Michigan Law Review
Common stockholders of a corporation which had on December 15, 1938 made a valid five year extension of a voting trust agreement originally entered into on January 22, 1929 attempted on May 27, 1939, to extend further the agreement for an additional five years. Following a dispute over the election of corporate directors almost two years after the termination of the first extension, certain holders of voting trust certificates brought bills in chancery to compel redelivery of the common stock registered in the names of the voting trustees and to declare the invalidity of the election. Held, the instrument …
Corporations-Foreign Corporations-Jurisdiction In Derivative Suits, E. M. Deal S.Ed.
Corporations-Foreign Corporations-Jurisdiction In Derivative Suits, E. M. Deal S.Ed.
Michigan Law Review
As an aftermath of the much publicized circus fire in Hartford, Connecticut, on July 6, 1944, owners of 37 per cent of the stock of the circus corporation brought a derivative action against the officers and directors alleging failure to observe proper precautions and asking that the corporation be indemnified for losses sustained and for an accounting for certain corporation funds spent for the benefit of one of the- defendant directors. The suit was instituted in New York where the corporation was licensed to do business although the circus was incorporated in Delaware, wintered in Florida, and the cause of …
Corporations-Torts-Liability Of A Corporate Officer For Inducing Corporation To Breach Its Contract, Ira M. Price, Ii
Corporations-Torts-Liability Of A Corporate Officer For Inducing Corporation To Breach Its Contract, Ira M. Price, Ii
Michigan Law Review
Defendant corporation elected to redeem its outstanding preferred stock at a price of $65 a share including accumulated dividends. When plaintiff tendered its certificates of the preferred stock for transfer to the corporation, the company refused to accept the certificates or to pay for them at their redemption price. Plaintiff alleged that defendant Vincent, president of defendant corporation and owner of most of its common stock, conspired with and induced the company to break its stock redemption contract with plaintiff after plaintiff's refusal to agree to share with Vincent 50 p.er cent of any profits that might accrue from redemption …
Corporations-Accrued Preferred Stock Dividends-Charter Amendment, T. M. Kubiniec S.Ed.
Corporations-Accrued Preferred Stock Dividends-Charter Amendment, T. M. Kubiniec S.Ed.
Michigan Law Review
In 1943 defendant corporation's charter was amended to cancel 5 per cent cumulative preferred stock, outstanding since 1926 or earlier, and all accrued dividends in exchange for new 5 per cent ,non-cumulative preferred and non-voting common stock. Dividends had accumulated on the old preferred stock both before and after 1939 in a total amount of $50 per share. The recapitalization plan rested on a 1939 amendment to the Ohio General Code providing that the terms of outstanding stock can be changed "in such a manner as to discharge (without payment), adjust or eliminate rights to accrued undeclared cumulative dividends" by …
Corporations--Amendment Of By-Laws By Custom, Cornelia Groefsema S.Ed.
Corporations--Amendment Of By-Laws By Custom, Cornelia Groefsema S.Ed.
Michigan Law Review
In an application for a preliminary injunction to prevent stockholders from exercising their rights of ownership until there had been a determination whether such stock should be cancelled because issued without corporate authorization, the success of the petitioner depended upon whether a quorum of the directors was present at the meeting authorizing its issuance. This in turn depended upon whether the by-law requiring a board of directors of ten members had been amended by custom to require only seven. For the four years preceeding the meeting at which the stock was authorized, during which time, however, there were neither directors' …
Corporations-Sale Of All Or Substantially All Of Corporate Assets-Effect Of Modern Statutes, P. F. Westbrook, Jr. S.Ed.
Corporations-Sale Of All Or Substantially All Of Corporate Assets-Effect Of Modern Statutes, P. F. Westbrook, Jr. S.Ed.
Michigan Law Review
Modern general corporation acts commonly provide that a sale of all or substantially all of the assets of a corporation organized thereunder may be authorized by the affirmative vote of a specified proportion of the outstanding shares and made upon such terms as the board of directors shall deem expedient and for the best interests of the corporation. Since this sale provision usually stands apart from the dissolution or winding-up process authorized in the same acts, a legislative intent to govern all voluntary sales, not actually incident to dissolution by the terms of the statute would seem to be clear. …