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Articles 10021 - 10050 of 10775
Full-Text Articles in Law
Municipal Corporations - Tort Liability - Duty To Protect Police Informer, Cyril Moscow
Municipal Corporations - Tort Liability - Duty To Protect Police Informer, Cyril Moscow
Michigan Law Review
Decedent furnished information leading to the arrest of the notorious "Willie the Actor" Sutton. The police, after being notified of anonymous threats to decedent's person, furnished protection, which was later withdrawn. Soon afterwards, decedent was murdered by unknown assailants. Decedent's administrator brought this action to recover damages for his death, claiming that there was a failure to provide adequate police protection. The trial court dismissed the action. On appeal, held, affirmed per curiam, one justice dissenting. As a member of the general public, no duty of special protection was owed the decedent. Even assuming such a duty existed, it …
Corporations - Shareholders - Majority Liability For Improper Stock Redemption By Corporation And For Misrepresentations In Private Stock Purchases From Minority Holders, James M. Tobin
Michigan Law Review
In 1942 a seemingly innocuous suit was brought against the Axton-Fisher Tobacco Corporation to determine the propriety of the alteration of a stock redemption. In 1955 Judge Leahy of the Federal District Court for Delaware handed down an opinion on the damages and relief to be given in the case in what he hopefully termed was the final phase of this famous litigation. It is the purpose of this comment to appraise the basis of the recovery allowed by Judge Leahy. Two readily distinguishable problems will be treated: (1) the nature of relief from a stock redemption called by fiduciaries …
Municipal Corporations - Police Power - Delegation Of Power To Patrol Highways To Private Corporation, George Kircos
Municipal Corporations - Police Power - Delegation Of Power To Patrol Highways To Private Corporation, George Kircos
Michigan Law Review
Defendant was stopped for speeding in Comstock Township, Michigan, and given a "violation ticket". by an employee of Charles Services, Inc., a private corporation which patrolled the highway under an arrangement with the township. At the trial defendant objected to the admission of evidence establishing him as the driver of the speeding vehicle on the ground that it was obtained by one not authorized by law to arrest him. On appeal from conviction, held, affirmed. Evidence obtained by the employee of Charles Services, Inc., is admissible because defendant did not sustain the burden of proving that the employee was …
Corporations--Ultra Vires As An Affirmative Plea, G. H. W.
Corporations--Ultra Vires As An Affirmative Plea, G. H. W.
West Virginia Law Review
No abstract provided.
Corporations - Officers And Directors - Effect Of An Equitable Lien On Directors' Liability, Robert Steele
Corporations - Officers And Directors - Effect Of An Equitable Lien On Directors' Liability, Robert Steele
Michigan Law Review
Defendants, directors of a corporation, appealed from a judgment against them in favor of their company's creditor. The corporation had executed a note promising to repay plaintiff's loan out of the funds from a forthcoming stock issue. The board of directors passed a resolution ordering the officers to repay plaintiff in this manner. The money was then spent for other purposes, with the knowledge of the individual directors, after which the corporation became insolvent. On appeal, held, affirmed. The note and resolution imposed an equitable lien on the fund from the stock sale. The corporation's conversion of this interest …
Corporate Management, Thomas S. Issack
Corporations - Political Activities - Interpretation Of Statute Prohibiting Political Contributions By Corporation, George Kircos
Corporations - Political Activities - Interpretation Of Statute Prohibiting Political Contributions By Corporation, George Kircos
Michigan Law Review
Defendant corporation, organized to promote the recall of Senator Joseph R. McCarthy, was charged with violating section 346.12 of the Wisconsin statutes, which prohibits corporations doing business in Wisconsin from paying or contributing any money, etc., to promote or defeat the candidacy of any person for nomination, appointment, or election to any political office. The trial court entered a forfeiture judgment against the defendant. On appeal, held, reversed. The statutory phrase "doing business" was intended to limit the scope of the prohibition to corporations organized for profit. Corporations, such as the defendant, organized solely for political purposes are not …
Corporations - Shareholders - Use Of Corporate Funds For Proxy Contest Expenses, Julius B. Poppinga S.Ed.
Corporations - Shareholders - Use Of Corporate Funds For Proxy Contest Expenses, Julius B. Poppinga S.Ed.
Michigan Law Review
Following a proxy contest in which the insurgent faction of stockholders was successful, the new board of directors paid out $28,000 to members of the old board to cover expenses incurred by them, and also used $127,000 to reimburse the prevailing group. The latter expenditure was approved by a sixteen-to-one majority vote of the stockholders. Plaintiff brought a derivative action seeking restoration of both amounts. The trial court dismissed the complaint, and the appellate division affirmed this judgment. On appeal to the New York Court of Appeals, held, affirmed, three judges dissenting. Corporate directors may make reasonable expenditures in …
Corporations - Officers And Directors - Acquistion Of Corporate Opportunity After Rejection By Board Of Directors, James M. Tobin
Corporations - Officers And Directors - Acquistion Of Corporate Opportunity After Rejection By Board Of Directors, James M. Tobin
Michigan Law Review
Defendant Odlum, president and director of Airfleets, Inc., was privately offered the opportunity to buy patents for a self-locking nut and the stock of the company which held an exclusive license to manufacture it. The board of directors, when offered the opportunity by Odlum, approved purchase of the stock but rejected the patent rights. Odlum then purchased these rights for himself and a minority stockholder brought a derivative suit for an accounting. Held, a director is absolutely disqualified from purchasing a corporate opportunity for himself, even after the opportunity has been rejected by a disinterested majority of the board …
Tax Aspects Of Corporate Business Purchase Agreements Funded With Life Insurance, Hugh J. Morgan Jr.
Tax Aspects Of Corporate Business Purchase Agreements Funded With Life Insurance, Hugh J. Morgan Jr.
Vanderbilt Law Review
Death to a member of a closely held business usually will seriously disrupt the workings of the business organization. Also, the estate of the decedent may find his business interest an unwanted asset. A valuable business interest often must be sacrificed because of the pressing need for cash to pay debts, administrative expenses, and estate and inheritance taxes. Thus, death may place the continued existence of the business in jeopardy, make uncertain the interest of decedent's surviving business associates, and make necessary a forced liquidation of decedent's interest in the business at a sacrifice price. Consequently,a business man may find …
Corporations - Shareholders - Power Of The Majority To Ratify Director's Fraud, Paul A. Heinen
Corporations - Shareholders - Power Of The Majority To Ratify Director's Fraud, Paul A. Heinen
Michigan Law Review
Plaintiff, a stockholder in the Kroger Company, brought a derivative suit against a subsidiary of the company and certain officers and directors of both the parent and the subsidiary. It was alleged that . Kroger's directors had fraudulently waived the company's preemptive right to a new issue of stock of the subsidiary and had then purchased the shares for their own accounts at a price far below the market value. The defendants answered that the sale had been ratified by a majority in interest of disinterested stockholders to whom all the details of the transaction had been explained, and denied …
Agency—Physician A Corporation Employee, Arnold Lieberman
Agency—Physician A Corporation Employee, Arnold Lieberman
Buffalo Law Review
Mrachek v. Sunshine Biscuit Co., 308 N. Y. 116, 123 N. E. 2d 801 (1954).
Congressional Investigation Of Proxy Regulation: A Case Study Of Committee Exploratory Methods And Techniques, Frank D. Emerson
Congressional Investigation Of Proxy Regulation: A Case Study Of Committee Exploratory Methods And Techniques, Frank D. Emerson
Villanova Law Review (1956 - )
No abstract provided.
Corporations--Effect Of Statutes On Similarity Of Corporate Names, J. Montjoy Trimble
Corporations--Effect Of Statutes On Similarity Of Corporate Names, J. Montjoy Trimble
Kentucky Law Journal
No abstract provided.
Agency—Respondeat Superior; Jury Question, Arnold Lieberman
Agency—Respondeat Superior; Jury Question, Arnold Lieberman
Buffalo Law Review
Cadicamo v. Long Island College Hosp., 308 N. Y. 196, 124 N. E. 2d 279 (1954).
Agency—Special Employee, Thomas Hagmeir
Agency—Special Employee, Thomas Hagmeir
Buffalo Law Review
Stone v. Bigley Bros., 309 N. Y. 132, 127 N. E. 2d 913 (1955).
Joint Adventure Agreement Survives Incorporation - Deboy V. Harris, Paul T. Mchenry Jr.
Joint Adventure Agreement Survives Incorporation - Deboy V. Harris, Paul T. Mchenry Jr.
Maryland Law Review
No abstract provided.
Corporations - Officers And Directors - Agreement Interfering With Management By Board Of Directors, Edward H. Hoenicke S.Ed.
Corporations - Officers And Directors - Agreement Interfering With Management By Board Of Directors, Edward H. Hoenicke S.Ed.
Michigan Law Review
Plaintiffs, minority stockholders in a closely held corporation, asked that the court declare invalid an agreement between the majority stockholders and their "agent-directors" for the management of the business. The agreement provided that for ten years the stock of the parties to the agreement would be voted as a unit as any seven of the agents should direct or, if they could not agree, as directed by an arbitrator chosen by them. The agents were to be elected to the board of directors by the stockholders who appointed them. Under a cumulative voting provision, the parties to the agreement had …
Corporations - Stockholders - Fiduciary Relationship In Sale Of Controlling Stock Interest, Morton A. Polster S.Ed.
Corporations - Stockholders - Fiduciary Relationship In Sale Of Controlling Stock Interest, Morton A. Polster S.Ed.
Michigan Law Review
This comment is concerned with the duty owed by the controlling stockholders to the non-controlling stockholders when there is a sale of the controlling interest. Recently this question was considered by the United States Court of Appeals for the Second Circuit in Perlman v. Feldmann, and the opinion, reversing the lower court and accompanied by a vigorous dissent by Judge Swan, deserves careful consideration.
Corporations - Charter - Change Of Voting Right By Amendment, Dale W. Van Winkle S.Ed.
Corporations - Charter - Change Of Voting Right By Amendment, Dale W. Van Winkle S.Ed.
Michigan Law Review
Defendant, incorporated in 1938 with an authorized capital stock of 500 shares, amended its articles of incorporation in 1940 to increase the common stock to 2,000 shares, and to authorize the issue of preferred stock. By the amendment, the voting power was vested exclusively in the common stock, with the exception that the holders of preferred stock would acquire temporary voting power upon default of four semi-annual dividends. Default in payment of dividends occurred and the preferred stockholders exercised the right to vote from 1943 on. In 1953, a second amendment was proposed and passed by a majority in interest …
Corporations - Stockholders - Effect Of State Constitutional Provisions On Liabilty To Creditors For Unpaid Subscriptions, Douglas Peck S.Ed.
Corporations - Stockholders - Effect Of State Constitutional Provisions On Liabilty To Creditors For Unpaid Subscriptions, Douglas Peck S.Ed.
Michigan Law Review
Basset and Company, an Oklahoma corporation, issued stock to defendant for which defendant never paid. The sum due was carried on the corporate books as "subscriptions receivable." The corporation became bankrupt and the trustee brought suit in the federal district court to recover the amount due on the subscriptions. Held, judgment for the defendant. Under the Oklahoma Constitution, where stock is issued for consideration which is less than par value, the issue is void. The stock certificate cannot serve as a consideration to support the would-be stockholder's promise to pay for the stock, and no liability attaches to the …
Corporations - Provisions In Articles Authorizing Call Of Common Stock At Option Of Corporation, Dale W. Van Winkle S.Ed.
Corporations - Provisions In Articles Authorizing Call Of Common Stock At Option Of Corporation, Dale W. Van Winkle S.Ed.
Michigan Law Review
Amendments to the articles of organization of the defendant corporation provided that the board of directors might at any time purchase its common stock in whole or in part from any holder thereof. After the directors initiated proceedings to purchase a portion of the shares held by plaintiff, plaintiff brought a bill in equity asking that an injunction be issued to restrain the corporation from proceeding further. The superior court entered a decree for the defendant. On appeal, held, affirmed. The provision authorizing the call of common stock is neither forbidden by statute nor contrary to public policy. Lewis …
Corporations - Extent To Which Vote Of Proxy Binds The Shareholders, Herbert R. Brown S.Ed.
Corporations - Extent To Which Vote Of Proxy Binds The Shareholders, Herbert R. Brown S.Ed.
Michigan Law Review
Plaintiff; in a derivative action, charged certain directors of the corporation with appropriating a corporate opportunity to their own benefit. Defendant directors moved for summary judgment· on the ground that the questioned transaction was ratified by the stockholders, with plaintiff's stock being voted by proxy in favor of ratification. Held, motion for summary judgment denied. The plaintiff was not estopped from suit even though her proxyholder, the corporation management, voted her stock for the ratification, since she had no notice that the question was to be voted on when she gave her proxy. Gottlieb v. McKee, (Del. Ch. …
Corporations—Expenses Of Proxy Fight, Richard C. Wagner
Corporations—Expenses Of Proxy Fight, Richard C. Wagner
Buffalo Law Review
Rosenfeld v. Fairchild Engine & Airplane Corp., 309 N. Y. 168, 128 N. E. 2d 291 (1955).
Corporations—Book Value, Richard C. Wagner
Corporations—Book Value, Richard C. Wagner
Buffalo Law Review
Aron v. Gillman, 309 N. Y. 157, 128 N. E. 2d 284 (1955).
Corporations—Liability Of Parent For Subsidiary's Debts, Raymond Ettlinger
Corporations—Liability Of Parent For Subsidiary's Debts, Raymond Ettlinger
Buffalo Law Review
Bartle v. Home Owners Cooperative, 309 N. Y. 103, 127 N. E. 832 (1955).
Corporations—Director's Right To Examine Books, Richard C. Wagner
Corporations—Director's Right To Examine Books, Richard C. Wagner
Buffalo Law Review
Cohen V. Cocoline Products, 309 N. Y. 119, 127 N. E. 2d 906 (1955).
Washington Legislation-1955: Corporation Law, Harry M. Cross
Washington Legislation-1955: Corporation Law, Harry M. Cross
Washington Law Review
Covers the law on alien ownership of corporations.
Business Associations -- 1955 Tennessee Survey, Paul J. Hartman
Business Associations -- 1955 Tennessee Survey, Paul J. Hartman
Vanderbilt Law Review
Nature and Formation of Partnerships: The question whether a contract sued on was a partnership arrangement so as to be cognizable only in equity was considered by the Tennessee Court of Appeals in Powel v. Bundy.' There Bundy, a real estate broker, sued Powell on the lawside to recover $500, alleged to be plaintiff's one-half share of a commission earned by their joint efforts in selling a tract of real estate, but which commission had been collected and wrongfully retained by defendant. Among other defenses interposed was defendant's contention that the contract sued on was that of a partnership arrangement …
Litigation Of Contested Corporate Elections, Ann Elizabeth Calevas
Litigation Of Contested Corporate Elections, Ann Elizabeth Calevas
William and Mary Review of Virginia Law
No abstract provided.