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Articles 1 - 16 of 16
Full-Text Articles in Law
Consumers' Co-Operatives And Price Fixing Laws, Charles Bunn
Consumers' Co-Operatives And Price Fixing Laws, Charles Bunn
Michigan Law Review
The evolution of our business institutions shows us a long procession of experimental procedures, giving rise to de facto commercial forms, many of which have in turn demanded such recognition de jure as should make their position in the business world both clear and safe. Consumers' co-operation is such a procedure. Its underlying idea is simple, that a business owned by its customers, managed under their direction and having no legitimate loyalties except to them, has a better chance to meet their needs than one owned and managed by outsiders. But it has taken many years and many failures to …
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 - Pre-Emptive Rights Of Shareholders In Originally Authorized But Unissued Capital Stock, Everett R. Trebilcock
Corporations - Pre-Emptive Rights Of Shareholders In Originally Authorized But Unissued Capital Stock, Everett R. Trebilcock
Michigan Law Review
Plaintiff, a minority stockholder, brought an action to cancel 58,400 shares of originally authorized but unissued stock which the directors had issued to defendant general manager in payment of his services. Plaintiff contended this violated his pre-emptive right to subscribe to the shares and alleged the transaction was fraudulent in that defendant and the directors conspired to gain voting control. Held, the issue was proper because the stock was part of the first offering of original authorized capital stock to which plaintiff's pre-emptive right did not attach, and plaintiff failed to show collusion between directors and defendant to gain …
Suability Of Unincorporated Associations In Indiana, Kenneth Shockley
Suability Of Unincorporated Associations In Indiana, Kenneth Shockley
Indiana Law Journal
No abstract provided.
Should Tippecanoe County Commissioners V. Reynolds Be Overruled?, George P. Ryan
Should Tippecanoe County Commissioners V. Reynolds Be Overruled?, George P. Ryan
Indiana Law Journal
No abstract provided.
Bankruptcy - Corporate Reorganization - Absolute Priority Rule, Kenneth J. Nordstrom
Bankruptcy - Corporate Reorganization - Absolute Priority Rule, Kenneth J. Nordstrom
Michigan Law Review
-A plan for reorganization under section 77B of the Bankruptcy Act involved a debtor holding company and two subsidiaries. Each subsidiary had a bonded indebtedness which, including unpaid accrued interest, was in excess of the value of assets that were s
Corporations - Close Corporations - Methods Of Retaining Ownership Of Stock In Surviving Stockholders When One Stockholder Dies, Reid J. Hatfield
Corporations - Close Corporations - Methods Of Retaining Ownership Of Stock In Surviving Stockholders When One Stockholder Dies, Reid J. Hatfield
Michigan Law Review
The close corporation is generally formed by a small group who take an active part in the business and whose participation is essential to the successful operation of the venture. Thus, a partnership may decide that the corporate form will more effectively protect the interests of its members, or a small number of people interested in the same enterprise may incorporate in order to limit their individual liability in the common endeavor. Whatever the reason for the use of the corporate entity, the active participation of each stockholder is probably of vital importance to the financial welfare of all. To …
Corporations - Reserved Powers - Abrogation Of Preferred Dividend Arrearages By Charter Amendment, Merger, Or Consolidation, William D. Sutton
Corporations - Reserved Powers - Abrogation Of Preferred Dividend Arrearages By Charter Amendment, Merger, Or Consolidation, William D. Sutton
Michigan Law Review
The "malignant" decision in the Dartmouth College case fathered the passage of reserved-power statutes in virtually all the states. These statutes, in turn, when opposed by the retaliatory fundamental-rights safeguards invoked by the courts for the protection of corporate stockholders, procreated problems which have grown more baffling and incorrigible with age. Not the least among these are proposed changes in the liabilities or rights of stockholders, especially the attempted abolition of unpaid accrued dividends upon cumulative preferred stock where there exists a surplus which might lawfully be applied to the payment of such dividends.
Statutes - Unincorporated Association As A "Person" Under The Liquor And Sales Acts, Felicia I. Hmiel
Statutes - Unincorporated Association As A "Person" Under The Liquor And Sales Acts, Felicia I. Hmiel
Michigan Law Review
In 1939 the International Workers Order, an unincorporated association, had a picnic and dispensed beer through its secretary to its members without charge. The association had not obtained a license to sell beer. The secretary, defendant herein, was arrested and tried for violation of the Liquor Control Act, which made it a misdemeanor for a person to sell liquor without a license. Held, that an unincorporated association is not a person within the meaning of the statute, and therefore there was no sale. People v. Budzan, 295 Mich. 547, 295 N. W. 259 (1940).
Bankruptcy - Sufferance Of Turnover Order As An Act Of Bankruptcy, John C. Johnston
Bankruptcy - Sufferance Of Turnover Order As An Act Of Bankruptcy, John C. Johnston
Michigan Law Review
A parent corporation formed a subsidiary corporation in 1932, and transferred to the subsidiary certain of its assets. In 1938 the parent filed a voluntary petition in bankruptcy and was adjudicated a bankrupt. Over a year later the referee entered a turnover order requiring the subsidiary to transfer to the parent's trustee all of its assets on the ground that the original transfer was void as being in fraud of creditors, and on the further ground that the subsidiary was in fact the "alter ego" of the parent corporation. Three days after this order was issued, creditors of the subsidiary …
Corporations - Officers And Directors - Duty To Investigate Purchasers Of Controlling Interest, Michigan Law Review
Corporations - Officers And Directors - Duty To Investigate Purchasers Of Controlling Interest, Michigan Law Review
Michigan Law Review
Plaintiff corporation, an investment trust specializing in shares of small life insurance companies, brought an action against its former officers and directors, referred to as "the management group," who in 1937 owned twenty-seven per cent of the outstanding stock of the corporation. This group sold all their stock at an inflated price to another group, referred to as "the Boston group," who on the resignation of the management group immediately elected themselves to the control of the corporation. By this control the Boston group obtained access to the portfolio and proceeded systematically to rob the corporation of all its securities. …
The Problem Of Funding Accrued Dividends In Maryland, Richard F. Ober
The Problem Of Funding Accrued Dividends In Maryland, Richard F. Ober
Maryland Law Review
No abstract provided.
Corporations: The Promoter's Dilemma, Robert L. Henry Iii
Corporations: The Promoter's Dilemma, Robert L. Henry Iii
Kentucky Law Journal
No abstract provided.
Corporate Reorganizations In The Light Of The Reassertion Of The Doctrine Of The Boyd Case In The Los Angeles Company Case, James Carey 3d
Corporate Reorganizations In The Light Of The Reassertion Of The Doctrine Of The Boyd Case In The Los Angeles Company Case, James Carey 3d
Maryland Law Review
No abstract provided.
Federal Income Tax In Relation To Consumer Cooperatives, Joseph O'Meara
Federal Income Tax In Relation To Consumer Cooperatives, Joseph O'Meara
Journal Articles
The taxation of consumer cooperative associations has proceeded on an erroneous assumption deriving from Eisner v. Macomber. Contrary to that assumption, so long as these non-profit, mutual-benefit undertakings confine themselves to their proper functions they have no income under the Sixteenth Amendment and cannot validly be required to pay an income tax.