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Articles 1 - 22 of 22
Full-Text Articles in Law
Corporations - Liability Of Officer For Profits Made Out Of His Office, James D. Ritchie
Corporations - Liability Of Officer For Profits Made Out Of His Office, James D. Ritchie
Michigan Law Review
X, in order to obtain funds with which to bid at a government sale of steel in 1919, offered defendant, president of the Y Bank, a one-half interest in the venture. Subsequently, defendant caused the bank to make large loans to the corporation organized to handle the steel transaction. The loans were approved by the bank's loan committee on defendant's recommendation and were repaid in due time. Within the next three years defendant received from the steel enterprise $75,000 in "salary," $73,125 in dividends, and, finally, $200,000 for the sale of his stock. Upon the directors' refusal to sue, …
Bankruptcy-Corporate Reorganization-Publicly Held Securities As A Test Of Availability Of Relief Under Chapters X And Xi Of The Chandler Act, Edward S. Biggar
Bankruptcy-Corporate Reorganization-Publicly Held Securities As A Test Of Availability Of Relief Under Chapters X And Xi Of The Chandler Act, Edward S. Biggar
Michigan Law Review
Chapter X of the amended Bankruptcy Act of 1938 was mainly the product of the investigation by the Securities and Exchange Commission of reorganization practices under the old equity procedure and under section 77B. The chief aim of the sponsors of this new chapter was to preclude the control of reorganization proceedings by "inside" groups, and thereby more adequately protect the interests of investors. Contemporaneously with the overhauling of section 77B, however, other sections of the old Bankruptcy Act were being revised. Among the changes effected, old sections 12 and 74, dealing with extensions and compositions, were remodelled and combined …
What Constitutes Doing Business By A Foreign Corporation, William J. Kinnally
What Constitutes Doing Business By A Foreign Corporation, William J. Kinnally
Indiana Law Journal
No abstract provided.
Service Of Process On Foreign Corporations Not Admitted To Do Business In The State
Service Of Process On Foreign Corporations Not Admitted To Do Business In The State
Indiana Law Journal
Legislative Comment
A Reappraisal Of Appraisal Statutes, Norman D. Lattin
A Reappraisal Of Appraisal Statutes, Norman D. Lattin
Michigan Law Review
Two recent cases, under two of the most carefully framed corporation statutes, have raised again the question of what to do with the shareholder who dissents from fundamental change in his corporation. The appraisal statutes were devised to meet this problem by giving the shareholder, in the limited number of fundamental changes stated in the statute, the right to demand the fair, cash or market value of his share and retire from the company. The statutes of two states have given him this right as almost the exclusive means of protecting his interest in the company if he is dissatisfied …
Corporations - Preincorporation Contracts Of Promoters And Incorporators - Effect Of Statute On Personal Liability Of Incorporators, Roy L. Rogers
Corporations - Preincorporation Contracts Of Promoters And Incorporators - Effect Of Statute On Personal Liability Of Incorporators, Roy L. Rogers
Michigan Law Review
It seems difficult to draw such a conclusion directly from the terms of the statute. Indeed, the section is not very definite as to the liability either of the incorporators or of the corporation on contracts of the designated class. However, in Hart Potato Growers' Association v. Grenier, it was intimated that this section made the corporation liable upon the contracts of the incorporators immediately upon incorporation. Toward this conclusion certain provisions of the section are rather persuasive. The clause providing that all property held by the incorporators for the benefit of the corporation shall be deemed to be …
Corporations - Limitation Of Actions - Nature Of Directors' Statutory Liability For Illegal Loans To Stockholders, Oscar Freedenberg
Corporations - Limitation Of Actions - Nature Of Directors' Statutory Liability For Illegal Loans To Stockholders, Oscar Freedenberg
Michigan Law Review
The creditors of a bankrupt corporation sued its directors under a New Jersey statute that made the directors liable for all corporate debts to the extent of loans illegally made to stockholders. The decision hinged on the nature of the directors' liability with respect to the New Jersey statute of limitations. The directors maintained that the action was either for a contractual debt or else for a penalty, and that in either case it was barred by limitations. Held, that the liability of the directors was neither for a simple debt nor for a penalty within the meaning of …
Corporations - Protection Of Corporate Name - Injunctive Relief, John L. Rubsam
Corporations - Protection Of Corporate Name - Injunctive Relief, John L. Rubsam
Michigan Law Review
Plaintiff sought an injunction restraining defendant from using its corporate name in insuring real estate titles in the District of Columbia. The corporate names of plaintiff and defendant are identical except for the difference between the words "company" and "corporation." Plaintiff is a District of Columbia corporation organized in I 896 under the name "Lawyers Title Insurance Company." Defendant was incorporated in Virginia in 1925 under the name "Lawyers Title Insurance Corporation." From 1896 to 1922 plaintiff conducted its business entirely independently. In later years it made a "working agreement" with two other District title companies. A majority of the …
Specific Performance--Right Of Defendant To Show Duress Without Offering To Rescind Entire Contract, R. A. P.
Specific Performance--Right Of Defendant To Show Duress Without Offering To Rescind Entire Contract, R. A. P.
West Virginia Law Review
No abstract provided.
Taxation - Federal Income Tax - Deductions - Loss Upon Sale To Corporation Wholly Owned By Taxpayer, G. Randall Price
Taxation - Federal Income Tax - Deductions - Loss Upon Sale To Corporation Wholly Owned By Taxpayer, G. Randall Price
Michigan Law Review
In 1932 the taxpayer sold to the X corporation, which he wholly owned and controlled, certain shares of stock in partial payment of a debt which he owed to X corporation. The selling price, which was the market value of the stock, was less than the stock had cost the taxpayer. It was found that the sale was entered into with the intent of creating a deductible loss and thus reducing the taxpayer's taxable income. In computing his taxable income for 1932, the taxpayer deducted the amount of the loss on the sale of this particular stock to his wholly …
Corporations - Jurisdiction - Foreign Corporations And Venue In The Federal Courts - Consent To Be Sued, Theodore R. Vogt
Corporations - Jurisdiction - Foreign Corporations And Venue In The Federal Courts - Consent To Be Sued, Theodore R. Vogt
Michigan Law Review
In the long history of the struggle to hold foreign corporations subject to suit at the place of their business activity/ another chapter was written when the Supreme Court decided Neirbo Company v. Bethlehem Shipbuilding Corp., Ltd., hereinafter referred to as the Neirbo case. In that case the plaintiffs, who were citizens and residents of New Jersey, had brought an action in the United States District Court for the Southern District of New York and had sought and obtained the addition, as a party defendant, of Bethlehem, a Delaware corporation. Since, as between plaintiffs and Bethlehem, the suit had …
Corporations - Reorganization - Effect Of Forfeiture Of Charter, Edward S. Biggar
Corporations - Reorganization - Effect Of Forfeiture Of Charter, Edward S. Biggar
Michigan Law Review
The charter of a Michigan corporation was forfeited for nonpayment of franchise fees. The statute provided conditions upon the fulfillment of which a forfeited charter might be reinstated. Without fulfilling the conditions and after the expiration of the statutory period during which it was allowed to continue in existence for the purpose of winding up its affairs, the corporation petitioned for reorganization under the Bankruptcy Act. Held, that the petitioner had no corporate existence under the laws of Michigan, and that, therefore, it could not invoke the jurisdiction of the federal bankruptcy court. In re Columbia Hotel Co. of …
Corporations - Receivers - Rights Of Creditors Or Receiver To Raise An Objection To Corporate Action Which Would Be Open To Shareholders, Jerome J. Dick
Corporations - Receivers - Rights Of Creditors Or Receiver To Raise An Objection To Corporate Action Which Would Be Open To Shareholders, Jerome J. Dick
Michigan Law Review
The writer will attempt to show that the courts, in spite of their language of fraud and breach of trust, are not applying the legal rules of fraud and trust relationship in allowing recovery to the creditor. The cases brought by the receiver for the benefit of creditors can be roughly divided into three broad groups: (1) instances where the court speaks of a trust relationship, holding that the corporation has breached the duty of trust to the creditors; (2) situations where the court speaks of some hazy principle of "fraud" on the creditors; (3) cases where the court forgets …
Taxation - Federal Income Tax - Distinction Between Sale And Tax Exempt Reorganization Under Section 112, Henry J. Merry
Taxation - Federal Income Tax - Distinction Between Sale And Tax Exempt Reorganization Under Section 112, Henry J. Merry
Michigan Law Review
The recent Supreme Court decision in Le Tulle v. Scofield, disapproving the views of four out of five circuit courts of appeals, appears to add a new and more specific requirement to the already complex law on the subject of statutory reorganization under the Revenue Act of 1928 -- that the consideration received by the transferor corporation include some stock of the transferee corporation. In the subject case, the Gulf Coast Irrigation Company transferred substantially all its assets to the Gulf Coast Water Company in exchange for $50,000 in cash and $750,000 in mortgage bonds, four-fifths of which matured …
Corporations - Stockholder's Derivative Suit - Diversity Of Citizenship, Edward S. Biggar
Corporations - Stockholder's Derivative Suit - Diversity Of Citizenship, Edward S. Biggar
Michigan Law Review
Plaintiff, a New York corporation, brought a stockholder's derivative suit, in federal court, against the American Tobacco Company, a New Jersey corporation, and its directors, the majority of whom were citizens of New York. There being no federal question involved, defendant moved to dismiss the complaint because there was no proper diversity of citizenship. Plaintiff argued that by the New York decisions the ultimate interests of the defendant corporation and the plaintiff were identical, and that consequently the defendant corporation must be considered as the real plaintiff, thus supplying the necessary diversity of citizenship under the rule of Erie R.R. …
Corporations - Transfer Of Stock - Liability To Remainderman For Absolute Transfer At Instance Of Life Tenant, James D. Ritchie
Corporations - Transfer Of Stock - Liability To Remainderman For Absolute Transfer At Instance Of Life Tenant, James D. Ritchie
Michigan Law Review
X, life tenant of certain stock of defendant company under a will, endorsed the certificates as life tenant; Y Company guaranteed his signature and itself endorsed in blank. Defendant, with knowledge of X's limited interest, transferred the stock on the books and issued new certificates to Y Company absolutely. Learning of their interests after X's death, plaintiff-remaindermen demanded certificates for the stock from defendant, which refused. In their action for conversion, held, that defendant breached its fiduciary duty to plaintiffs in making an absolute transfer with knowledge that the transferee had only a life interest and …
Corporations - Reorganization- Fair And Equitable Plan, G. Randall Price
Corporations - Reorganization- Fair And Equitable Plan, G. Randall Price
Michigan Law Review
Both section 77 B of the federal Bankruptcy Act and chapter X of the Chandler Act provide that the judge shall find the plan of reorganization to be "fair and equitable" before he approves it. This and similar expressions had acquired a well-recognized content in equity reorganization before the statutes were enacted. Congress probably intended to enact the Boyd case rule. Several lower court decisions have expressed doubt as to just what the phrase "fair and equitable" means under the federal Bankruptcy Act. To find the meaning of the phrase "fair and equitable," it is necessary to look back to …
Right Of Stockholder To Attack Transactions Occurring Prior To His Acquisition Of Stock , David S. Sykes
Right Of Stockholder To Attack Transactions Occurring Prior To His Acquisition Of Stock , David S. Sykes
Maryland Law Review
No abstract provided.
Partnership - Attachment Of Partnership Property - Construction Of Sections 25(2) And 28(1) Of Uniform Partnership Act, Michigan Law Review
Partnership - Attachment Of Partnership Property - Construction Of Sections 25(2) And 28(1) Of Uniform Partnership Act, Michigan Law Review
Michigan Law Review
A judgment creditor of a separate partner issued an attachment execution thereon, seeking to attach particular partnership property and summoning the partners as garnishees. The partnership was a going concern and there had been no settlement of partnership accounts or money lent by the debtor member to the partnership. Held, the interest of the separate partner in specific firm property was not subject to attachment execution under the Uniform Partnership Act; the court intimated that a petition for a charging order was the proper procedure. Northhampton Brewery Corp. v. Laude, 133 Pa. Super. 181, 2 A. (2d) 553 …
Corporations - Non-Profit Corporations - Power Of Court Of Equity To Preserve Original Purposes And Set-Up Of Such A Corporation, W. Wallace Kent
Corporations - Non-Profit Corporations - Power Of Court Of Equity To Preserve Original Purposes And Set-Up Of Such A Corporation, W. Wallace Kent
Michigan Law Review
The Osteopathic Hospital was incorporated in 1919 as a nonprofit corporation by five persons who subscribed funds for its support. Its articles provided that the qualifications for trustees, method of filling vacancies in the board of trustees and the manner in which persons could become members should be set out in the by-laws to be adopted by the original incorporators. The by-laws thus adopted provided for a self-perpetuating board of trustees with power in them to amend the by-laws. These by-laws were not questioned until January 20, 1938, when a group of the members attempted to amend the by-laws to …
Action For Wrongful Dishonor Of Bank Check Damages - Magness V. Equitable Trust Co.
Action For Wrongful Dishonor Of Bank Check Damages - Magness V. Equitable Trust Co.
Maryland Law Review
No abstract provided.
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.