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Articles 1 - 30 of 30
Full-Text Articles in Law
Choosing The Share Structure Of A Washington Business Corporation, Douglas Shaw Palmer
Choosing The Share Structure Of A Washington Business Corporation, Douglas Shaw Palmer
Washington Law Review
The principals in a business corporation can make part of their investment in the corporation in the form of loans, and they can defer decision on this until after incorporation. They must, however, make some part of their investment in the form of an ownership or share interest, and they must provide for this in their articles of incorporation. For Washington corporations the choice of these provisions is needlessly complicated by the existing Business Corporation Act. And no improvement is in sight under the American Bar Association- American Law Institute Model Business Corporation Act (hereinafter, "Model Act") which is being …
Insider Securities Dealings During Corporate Crises, Victor Brudney
Insider Securities Dealings During Corporate Crises, Victor Brudney
Michigan Law Review
The problem of assuring the fidelity of corporate insiders to the public investors in their enterprises figured prominently in legal literature and law reform proposals twenty-five or thirty years ago. In recent years, that question has attracted relatively less attention-in part because of the appearance or recognition of more significant problems in the relationship of publicly-held corporate enterprise to the national well-being, but in part also because of the development by courts, legislatures and administrative agencies-and to some extent by the insiders' community itself-of more exacting standards of loyalty. Recognition of broader obligations to their corporations and to public investors …
Corporation Lawyer: Saint Or Sinner?, By Harold Levy, Paul Carrington
Corporation Lawyer: Saint Or Sinner?, By Harold Levy, Paul Carrington
Indiana Law Journal
No abstract provided.
Prorata Recovery By Shareholders On Corporate'cauises Of Action As A Means Of Achieving Corporate Justice, Edward J. Grenier, Jr.
Prorata Recovery By Shareholders On Corporate'cauises Of Action As A Means Of Achieving Corporate Justice, Edward J. Grenier, Jr.
Washington and Lee Law Review
No abstract provided.
Director's Right To Inspect Corporate Records
Director's Right To Inspect Corporate Records
Washington and Lee Law Review
No abstract provided.
Business Associations -- 1961 Tennessee Survey (Ii), Kenneth L. Roberts
Business Associations -- 1961 Tennessee Survey (Ii), Kenneth L. Roberts
Vanderbilt Law Review
I. REVOCATION OF CHARTER OF GENERAL WELFARE CORPORATION
In the much-publicized case of Highlander Folk School v. State ex rel.Sloan, the supreme court upheld the revocation of the charter and dissolution of a general welfare corporation.
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II. Foreign Corporation--"Doing Business" Service of Process
The cases of Tucker v. International Salt Co.," decided by the Tennessee Supreme Court, and Shuler v. Wood,' decided by Judge Taylor of the Federal District Court for the Eastern District of Tennessee, dealt with interesting and diverse questions of "doing business" by foreign corporations as relating to service of process. These cases are fully discussed …
Taxation-Federal Income Tax-Liquidation Distributions Entitled To Both Capital Gains Treatment And Foreign Tax Credit, Lloyd C. Fell
Taxation-Federal Income Tax-Liquidation Distributions Entitled To Both Capital Gains Treatment And Foreign Tax Credit, Lloyd C. Fell
Michigan Law Review
Plaintiff, Associated, is an American corporation whose wholly-owned subsidiary, Automatic, owned all the stock of Filcrest, a Canadian corporation. In 1954 all the assets of Filcrest were distributed to Automatic pursuant to a plan of complete liquidation, accomplished in accordance with Canadian law. In its 1954 consolidated return, plaintiff treated the gain realized on the Filcrest liquidation as a capital gain, and also claimed a foreign tax credit for any Canadian income, war or excess profits taxes which Filcrest had paid over the years to Canada on that part of the liquidation distribution which represented Filcrest's accumulated earnings and profits. …
Taxation-Federal Income Tax-Worthless Debt Of Corporation Deductible Only As A Nonbusiness Bad Debt By Creditor-Partnership, Larry W. Waggoner
Taxation-Federal Income Tax-Worthless Debt Of Corporation Deductible Only As A Nonbusiness Bad Debt By Creditor-Partnership, Larry W. Waggoner
Michigan Law Review
A partnership formed for the purpose of holding and renting real estate and "such other business and enterprises" as might be agreed upon by the partners loaned 120,000 dollars to a corporation which manufactured liquid hair spray for women. This was the only loan the partnership had made. The controlling shareholder in the debtor-corporation was another corporation of which every shareholder was either a parent or grandparent of the partners. The debtor-corporation was to repay the loan in monthly installments of 3,000 dollars plus interest at the rate of twelve percent on the unpaid balance. When the debt became worthless, …
Introduction To Symposium On New York Business Corporation Law (Laws 1961, Ch. 855 As Amended 1962), Robert S. Lesher
Introduction To Symposium On New York Business Corporation Law (Laws 1961, Ch. 855 As Amended 1962), Robert S. Lesher
Buffalo Law Review
No abstract provided.
The Philosophies Of The New York Business Corporation Law Of 1961, Harry G. Henn
The Philosophies Of The New York Business Corporation Law Of 1961, Harry G. Henn
Buffalo Law Review
No abstract provided.
The Status Of Shareholders And Directors Under New York's Business Corporation Law: A Comparative View, Samuel Hoffman
The Status Of Shareholders And Directors Under New York's Business Corporation Law: A Comparative View, Samuel Hoffman
Buffalo Law Review
No abstract provided.
Particular Problems Under The New York Business Corporation Law, Marvin T. Dubin, Waldron S. Hayes Jr., Anthony J. Polito, Jerome D. Remson, Sanford Rosenblum, William D. Schulz
Particular Problems Under The New York Business Corporation Law, Marvin T. Dubin, Waldron S. Hayes Jr., Anthony J. Polito, Jerome D. Remson, Sanford Rosenblum, William D. Schulz
Buffalo Law Review
No abstract provided.
New York Business Corporation Law: Article 5—Corporate Finance, Miguel A. De Capriles
New York Business Corporation Law: Article 5—Corporate Finance, Miguel A. De Capriles
Buffalo Law Review
No abstract provided.
Close Corporations And The New York Business Corporation Law Of 1961, Robert S. Stevens
Close Corporations And The New York Business Corporation Law Of 1961, Robert S. Stevens
Buffalo Law Review
No abstract provided.
Some General Observations On The New Business Corporation Law Of New York, E. R. Latty
Some General Observations On The New Business Corporation Law Of New York, E. R. Latty
Buffalo Law Review
No abstract provided.
Cumulative Voting And Classified Directorates, Aaron David Trub
Cumulative Voting And Classified Directorates, Aaron David Trub
West Virginia Law Review
No abstract provided.
Taxation-Federal Income Taxation-Examination Of Certain Problems Under Section 335, Roger B. Harris S.Ed.
Taxation-Federal Income Taxation-Examination Of Certain Problems Under Section 335, Roger B. Harris S.Ed.
Michigan Law Review
Stock and securities of controlled corporations may be distributed to shareholders, tax free, in cases of corporate separations which qualify under section 355 of the Internal Revenue Code of 1954. A corporate separation is effected by the transfer of part of a corporation's assets to a subsidiary, the stock of which is distributed to the parent's stockholders. Such distributions are generally classified into three categories: spin-off, split-off, and split-up. A spin-off occurs when corporation A forms corporation B to which A transfers certain assets, receiving in exchange, the stock of corporation B. A then distributes the stock of …
Partnership Liability And Parental Immunity
Partnership Liability And Parental Immunity
Washington and Lee Law Review
No abstract provided.
Collapsible Corporations: A Question Of Intent, Douglas W. Conner
Collapsible Corporations: A Question Of Intent, Douglas W. Conner
William & Mary Law Review
No abstract provided.
Book Review Of Personal Liabilities Of Corporate Officers And Directors, Neil W. Schilke
Book Review Of Personal Liabilities Of Corporate Officers And Directors, Neil W. Schilke
William & Mary Law Review
No abstract provided.
§304 Of The Internal Revenue Code Of 1954: Redemptions By Related Corporations, Thomas D. Terry
§304 Of The Internal Revenue Code Of 1954: Redemptions By Related Corporations, Thomas D. Terry
William & Mary Law Review
No abstract provided.
Corporations--Stock Granting Only Limited Power To Vote For Directors Valid Under Constitutional Amendment, John Everett Busch
Corporations--Stock Granting Only Limited Power To Vote For Directors Valid Under Constitutional Amendment, John Everett Busch
West Virginia Law Review
No abstract provided.
Corporate Employee Tax Status For The Professional Man, Carmen A. Stavole
Corporate Employee Tax Status For The Professional Man, Carmen A. Stavole
Cleveland State Law Review
Professional associations (i.e., corporations) have been specifically authorized by several state legislatures recently, contrary to the old rule that practice of a learned profession by a corporation is forbidden. Among these states are Connecticut, Illinois, Ohio, Oklahoma, Pennsylvania and Wisconsin. The purpose is to make available to professional men the tax advantages of corporate employee status.
Pension And Profit Sharing Plans: Coverage And Operation For Closely Held Corporations And Professional Associations, Arlen Specter
Pension And Profit Sharing Plans: Coverage And Operation For Closely Held Corporations And Professional Associations, Arlen Specter
Villanova Law Review
No abstract provided.
Taxation - Valuation Of Securities In A Close Corporation For Federal Estate Tax Purposes, Edwin W. Scott
Taxation - Valuation Of Securities In A Close Corporation For Federal Estate Tax Purposes, Edwin W. Scott
Villanova Law Review
No abstract provided.
Corporations - Sale Of Voting Majority Of Stock Coupled With Promise Of Seriatim Resignation Of A Majority Of Directors Not Invalid As A Matter Of Law, Frank Cross
Villanova Law Review
No abstract provided.
Authority Of The President Over Corporate Litigation: A Study In Inherent Agency, The , Roger J. Goebel
Authority Of The President Over Corporate Litigation: A Study In Inherent Agency, The , Roger J. Goebel
Faculty Scholarship
It is a traditional rule of corporate law that the board of directors exercises plenary power over corporate management. In fact, however, the twentieth century has witnessed a decided shift of the functional center of authority to the corporate officers. Although a basic residuum of authority remains in the board of directors, the officers, especially the president, in the majority of corporations exercise the day-to-day control of corporate affairs; In practice the modern corporation is occasionally directed by a general manager, but more often by the president (or perhaps, to use a mode currently in vogue for large public- issue …
Corporate Employee Tax Status For The Professional Man, Carmen A. Stavole
Corporate Employee Tax Status For The Professional Man, Carmen A. Stavole
Cleveland State Law Review
Professional associations (i.e., corporations) have been specifically authorized by several state legislatures recently, contrary to the old rule that practice of a learned profession by a corporation is forbidden. Among these states are Connecticut, Illinois, Ohio, Oklahoma, Pennsylvania and Wisconsin. The purpose is to make available to professional men the tax advantages of corporate employee status.
Stock Options For Directors In Small Corporations, Robert H. Moore Jr.
Stock Options For Directors In Small Corporations, Robert H. Moore Jr.
Cleveland State Law Review
The treatment stock options have received since the enactment of Section 421 of the 1954 Code has come under much criticism. Section 421 of the Code authorizes the so-called "restricted"stock options. It is not the purpose of this paper, however, to enter the controversy about restricted stock options but to consider the so-called "non-restricted" and to suggest revisions in the law that appear merited with respect to them.
Municipal Corporations-Liability In Tort-Prospective Judicial Abrogation Of The Sovereign Immunity Concept, Donald E. Vacin
Municipal Corporations-Liability In Tort-Prospective Judicial Abrogation Of The Sovereign Immunity Concept, Donald E. Vacin
Michigan Law Review
Plaintiff's decedent was killed by a fall down the elevator shaft of a building owned and maintained by the City of Detroit. Plaintiff alleged that defendant city negligently failed to protect and enclose the shaft, in violation of its own ordinances, and that such failure was the proximate cause of her husband's death. The city moved to dismiss, claiming that it was engaged in a governmental function and therefore was immune from tort liability. On appeal from an order dismissing the complaint, held, affirmed by an evenly divided court. However, a majority of the court prospectively overruled the judicial …