Law Commons^™

New Books And Recent Scholarship, F. Hodge O'Neal, Jordan Derwin, C. Edwin Chapman Jr.

Faculty Scholarship

No abstract provided.

Book Reviews, William J. Curran (Reviewer), Edward R. Hayes (Reviewer)

Vanderbilt Law Review

Forensic Medicine By Douglas J. A. Kerr New York: MacMillan Co.,1957. Pp. v, 363. $6.50.

Practical Forensic Medicine By Francis E. Camps & W. B. Purchase New York: MacMillan Co., Pp. vii, 541. $13.50.

reviewer: William J. Curran

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Close Corporations: Law and Practice By F. Hodge O'Neal. Chicago: Callaghan & Co. 2v. Pp xx, 369; vii, 437. $30.00.

reviewer: Edward R. Hayes

Corporations - Derivative Suits - Stockholder Demand As Condition Precedent, W. Stanley Walch S.Ed.

Michigan Law Review

A derivative suit alleging directors' fraud was brought by a minority shareholder, but there was no allegation of a demand for relief having been made on the corporation's stockholders prior to bringing the suit. The plaintiff did allege, however, that it was useless and impossible for him to make demand on the stockholders because the complaint charged directors' fraud which was a void act beyond the power of the stockholders to ratify, and secondly because it would be highly unreasonable to require plaintiff to make a demand for relief on more than 100,000 stockholders of the corporation. Delaware Chancery Rule …

Agency—Agent's Inuring Immunities, Buffalo Law Review

Buffalo Law Review

Berger v. 34th St. Garage, Inc., 3 N.Y.2d 701, 171 N.Y.S.2d 824 (1958).

Agency—Vicarious Liability—Imputed Negligence, Buffalo Law Review

Buffalo Law Review

Sims v. Bergamo, 3 N.Y.2d 531, 169 N.Y.S.2d 449 (1957).

Corporations—Authority Of President To Commence Arbitration, Buffalo Law Review

Buffalo Law Review

Paloma Frocks, Inc. v. Shamokin Sportswear Corp, 3 N.Y.2d 572, 170 N.Y.S.2d 509 (1958)..

Agency—Vicarious Liability—Accident Outside State, Buffalo Law Review

Buffalo Law Review

Selles v. Smith, 4 N.Y.2d 412, 176 N.Y.S.2d 267 (1958).

Corporations—Stockholders' Derivative Actions, Buffalo Law Review

Buffalo Law Review

Tropper v. Bysshe, 4 N.Y.2d 397, 175 N.Y.S.2d 811 (1958).

Corporations—Stockholders’ Consent For Sale Of Realty, Buffalo Law Review

Buffalo Law Review

Eisen v. Post, 3 N.Y.2d 518, 169 N.Y.S.2d 15 (1957).

Corporations—Membership Corporations—Requirement For Membership Approval, Buffalo Law Review

Buffalo Law Review

In re Trapasso Oldsmobile, Inc., 4 N.Y.2d 133, 173 N.Y.S.2d 10 (1958).

Corporations—Religious Corporations—Election Of Rector, Buffalo Law Review

Buffalo Law Review

Rector Church of Holy Trinity v. Melish, 3 N.Y.2d 476, 168 N.Y.S.2d 952 (1957).

Corporations—Consent Of Political Party Chairman To Formation Of The New Political Membership Corporation, Buffalo Law Review

Buffalo Law Review

In re Roosevelt, 4 N.Y.2d 19, 171 N.Y.S.2d 841 (1958).

Business Associations--1958 Tennessee Survey, F. Hodge O'Neal

Vanderbilt Law Review

Only a handful of cases were decided in Tennessee during the survey period which raised questions in the field of business associations.Some of the issues raised in these cases, however, were of considerable interest and importance. ...

Disregarding Corporate Entity in Close Corporation: The close corporation, just as the public issue corporation, is generally viewed as a "legal entity" having in law an existence separate and apart from its shareholders. This means that rights, duties and other legal relations arising out of an incorporated enterprise, irrespective of whether it is widely held or closely held, are usually adjusted as though …

Corporations, John Hoover

Washington Law Review

Covers cases on the right to repurchase shares.

The Legal Status Of Joint Venture Corporations, Thomas F. Broden, Alfred L. Scanlan

Vanderbilt Law Review

American industry employs many forms of business organizations. The sole proprietorship, the partnership, general and limited, the joint venture, the joint stock company, the corporation, public issue and close, and many others are all familiar and well established in their use. This article deals with the use by American industry of the close corporation to carry on a joint venture. With due deference to purists in legal terminology we have elected to refer to this particular type of corporate entity as the joint venture corporation. In this article we not only look at the use made of the joint venture …

Smith V. Bull, Jesse W. Carter

Jesse Carter Opinions

A partner that dissolved a partnership and took its goodwill, only customer, and employees with him to start a new business was liable to a deceased partner for half of the value of the goodwill because it continued to exist after the dissolution.

Foreign Corporations: The Interrelation Of Jurisdiction And Qualification

Indiana Law Journal

No abstract provided.

Corporate Criminal Liability, James N. Carlo

Buffalo Law Review

No abstract provided.

Corporations - Dissolution - Equity Power To Dissolve Going Concern For Dissension, Robert P. Luciano S.Ed., Robert M. Vorsanger

Michigan Law Review

The stock in a hotel management corporation was divided equally between two families, each of which had for some years been unable to agree or cooperate with the other in the management of the business. As a result of this dissension, no meeting of stockholders or directors was held for some years, no withdrawals of profits had been possible for six years, and the corporation had been operated at a loss for the year prior to suit. While the concern was not insolvent, such a financial state was allegedly imminent, the business of the corporation was admittedly poorly managed and …

Corporations - Clayton Act - Service Of Process On Alien Corporations Through Their Local Subsidiaries, George R. Haydon Jr.

Michigan Law Review

Two affiliated German corporations, one of which is the defendant, established a jointly owned subsidiary in New York. Three members of the subsidiary's five-man board of directors are officers or directors of the German parents, while a fourth is a former employee sent to this country to manage the subsidiary. The American company is devoted exclusively to the business of the German parents. It assists in the negotiation of contracts, although it has no power to bind the parents, advises with respect to patents, and makes infrequent sales and purchases. For these services, it receives a flat fee plus a …

Taxation--Deferred Compensation Plan For Controlling Stockholder, J. S. T.

West Virginia Law Review

No abstract provided.

Corporations--Effect Of Proposed Stock Voting Amendment, R. G. D.

West Virginia Law Review

No abstract provided.

Corporations - Stock Transfer - Enforceability Of Restrictions On Right Of Transfer When Not Stated On Certificate, L. Ronald Modlin

Michigan Law Review

A by-Iaw of defendant corporation provided that no stockholder could sell his shares unless he first offered them for sale to the corporation or its directors. The by-law also stated that this restriction should be printed on the stock certificates and would thereupon bind all present or future owners or holders. The corporation never complied with this latter provision. Plaintiff, having knowledge of the by-law restriction, purchased two shares of the corporation's stock, but these shares were not first offered for sale to the corporation or its directors. When the corporation refused to transfer the shares, plaintiff sued to compel …

Fundamentos Del Derecho Procesal Civil, Edward Ivan Cueva

Edward Ivan Cueva

No abstract provided.

Recent Decisions, Various Editors

Villanova Law Review

No abstract provided.

Tax Considerations In Real Estate Syndication, Sidney H. Asch

Villanova Law Review

No abstract provided.

The Constructive Receipt Of Dividends By Stockholders Of A Closely Held Corporation, William Charles Brafford

Kentucky Law Journal

No abstract provided.

Corporations--Stock Transfer Restrictions--Devolution At Death, Jesse S. Hogg

Kentucky Law Journal

No abstract provided.

The Constructive Receipt Of Dividends By Stockholders Of A Closely Held Corporation: Part Ii, William Charles Brafford

Kentucky Law Journal

No abstract provided.

Disregarding The Corporate Entity For Income Tax Purposes, Edw. Glenn Sanderfur

Kentucky Law Journal

No abstract provided.