Law Commons^™

Corporations, William D. Cameron

Washington Law Review

Covers cases on assumption of obligations of a purchased business and on the power of the president to call stockholder meetings.

Tax-Free Corporate Acquisitions - The Law And The Proposed Regulations, Robert L. Merritt

Michigan Law Review

The quest for interpretation is indeed an ancient one. Our life path is pervaded by a search for meanings.

It has been said of the law that it is sometimes better to have a bad rule than to have no rule. I suppose the rationale is that unsatisfactory certainties at least permit action, and are susceptible to a change for the better, the very badness of the rule serving to accelerate the equitable resolution. Being neither philosopher nor historian, I do not know whether that patience which awaits ultimate improvement is always a virtue.

Suits Against Unincorporated Associations Under The Federal Rules Of Civil Procedure, John Kaplan

Michigan Law Review

Concepts, Benjamin Cardozo has said, "are useful, indeed indispensable, if kept within their place. We will press them quite a distance. . . . A time comes, however, when the concepts carry us too far, or farther than we are ready to go with them, and behold, some other concept, with capacity to serve our needs is waiting at the gate. 'It is a peculiar virtue of our system of law that the process of inclusion and exclusion, so often employed in developing a rule, is not allowed to end with its enunciation, and that an expression in an opinion …

Partnerships - Valuation Of Assets On Death Of A Partner, John F. Dodge, Jr. S.Ed.

Michigan Law Review

There are three phases to the problem of arriving at a final dollar and cents valuation of a deceased partner's share in a partnership. In their proper chronological order they are: a determination of what the partnership assets are, a valuation of those assets once determined, and a division of the remainder (after liabilities have been subtracted) into the proper proportions according to the partnership agreement. Only the second phase is within the scope of this comment, the purpose of which is to examine various asset valuation methods both with respect to, and in the absence of, a valuation established …

Civil Procedure - Process - Amendment When A Partnership Is Served As A Corporation, Donald W. Shaffer

Michigan Law Review

Plaintiff instituted a negligence action for personal injuries by serving a summons and complaint on one Moriarty as an officer of Moriarty Manufacturing Company, intending thereby a substituted service on this company. Plaintiff believed the named firm to be a corporation, but it was in fact a partnership of which Moriarty was a member. There was no appearance or answer. Two and one-half years after the initial service, an amended summons and complaint were served on all of the partners. In answer, defendants pleaded a two-year statute of limitations and moved for a summary judgment, which was granted. On appeal, …

Corporations - Capital Reduction Surplus As A Source Of Divided Payments, John B. Huck

Michigan Law Review

At the beginning of 1936, plaintiff, a Wisconsin corporation, had an earned surplus deficit of $106,134.89, and a surplus of $685,642.89 created by a reduction of capital stock. Net earnings for 1936 were $121,515.96, none of which were distributed as dividends. An undistributed profits surtax was assessed on the entire current net earnings. Plaintiff sued for a partial refund under an amendment providing retroactive relief for corporations which were prohibited by law from paying dividends during the existence of a deficit in accumulated earnings at the time when the tax was paid. The district court denied relief. On appeal, held …

Corporations - Stockholders - Cancellation Of Stock Issues Without Consideration, James W. Beatty S.Ed.

Michigan Law Review

At the beginning of 1936, plaintiff, a Wisconsin corporation, had an earned surplus deficit of $106,134.89, and a surplus of $685,642.89 created by a reduction of capital stock. Net earnings for 1936 were $121,515.96, none of which were distributed as dividends. An undistributed profits surtax was assessed on the entire current net earnings. Plaintiff sued for a partial refund under an amendment providing retroactive relief for corporations which were prohibited by law from paying dividends during the existence of a deficit in accumulated earnings at the time when the tax was paid. The district court denied relief. On appeal, held …

Agency—Suit By Wife Against Negligent Husband’S Employer, Arnold Lieberman

Buffalo Law Review

May v. Palm Beach Chemical Co., __ Fla. __, 77 So. 2d 468 (1955).

Corporations - Preference Rights On Dissolution, Robert B. Fiske, Jr. S.Ed.

Michigan Law Review

The capital structure of the defendant corporation consisted of class A, class B, and preferred stock. According to the articles of association, the class A stock was entitled to a ten percent dividend before any dividend was paid on the class B. After the class B stock had also received a ten percent dividend, the two classes were to share equally in any further dividends. The charter further provided that on dissolution the holders of the class A stock were entitled to cash to the amount of the par value of their stock before any payment in …

Book Reviews, Charles Bunn, Norman D. Lattin, Norman Redlich, John C. Chommie, R. Dale Vliet, Bernard Schwartz

Journal of Legal Education

No abstract provided.

Corporations - Reclassification Of Securities As A Purchase Under Section 16 (B) Of The Securities And Exchange Act, Eric E. Bergsten

Michigan Law Review

Plaintiff, a minority stockholder in the Old Town Corporation, brought action on behalf of the corporation to recover alleged "shortswing" profits made by defendants, who were officers, directors and large shareholders of Old Town, on the sale of 45.9 percent of the outstanding stock of the corporation. The corporation had, with the approval of 78 percent of the owners in interest, reclassified the 320,402 outstanding shares of $5 par common stock as 320,402 shares of $1 par common and 320,402 shares of 40¢ cumulative preferred stock of $7 par value. This reclassification was done for the frank purpose of increasing …

Taxation - Federal Income Tax - Corporate Accumulations, Stock Dividends And The "Preferred Stock Bail-Out," And Taxability Of The Corporation Upon The Distribution Of "Inventory Assets" Under The Internal Revenue Code Of 1954, Alice Austin S.Ed.

Michigan Law Review

It is the purpose of this discussion to indicate, with respect to corporate accumulations and distributions, some of the major interpretative problems existing under the 1939 code which Congress has failed to resolve, as well as some of the major interpretative difficulties which arise for the first time under the 1954 code.

Corporations - The Fudiciary Duty Of Directors In The Issuance Of Stock Subject To Preemptive Rights, Howard M. Downs

Michigan Law Review

In Gord v. Iowana Farms Milk Co. , a stockholder protested the issue to the defendant of certain shares of stock in a closely held corporation. At the time of the sale, the plaintiff was a director and secretary-treasurer of the corporation with access to the corporate books and knowledge of the corporate assets. At the meeting at which the stock was issued, the plaintiff signed a statement saying "at the present time I do not elect to purchase any stock. . . ." The stock, sold for $15 a share, had a value variously estimated at $50 to $103.22. …

Corporations - Right Of Shareholder Under Uniform Stock Transfer To Have Shares Transferred Contrary To Corporation By-Laws, Lawrence N. Ravick S.Ed.

Michigan Law Review

The defendant, a Michigan corporation, adopted a "constitution" (by-laws) which contained the following provisions: " ... no member shall be allowed to own more than five shares of stock at any one time." This restriction was not written into the articles of incorporation or printed upon the stock certificates. Plaintiff was at one time the president and director of the defendant corporation. While an officer, he acquired twenty-five shares of stock, having at the time full knowledge of the by-law provisions. When he was no longer an officer, plaintiff purchased an additional share of defendant's capital stock and requested the …

The Corporate Creditor And Legislative Restrictions On The Distribution Of Capital

Indiana Law Journal

No abstract provided.

Tax Advantages Of Foundations And Exempt Organizations, Joseph Berman, Daniel S. Berman

Cleveland State Law Review

Businessmen these days are playing an ever increasing role in the creation and support of "non-profit" philanthropic foundations. Their purpose is a dual one; to save taxes and to immortalize a family name, and they are as old as the pyramids. We know of about 20,000 foundations existing in England, but the large broad-purpose foundations were created in the United States. The greatest expansion in this area is attributable to the family and corporate foundations. The corporation tax of 52% and the individual income tax of up to 91% are so severe that high-bracket taxpayers can give to charity at …

Retroactive Compensation To Director-Officers

Indiana Law Journal

Recent Cases: Corporations

Corporations - "Personal Interst" Of Directors In Corporate Transactions, Richard R. Dailey

Michigan Law Review

Serious dissension had developed between two factions of the seven member board of directors of defendant corporation. Group A, consisting of four members, represented a working majority of the outstanding stock recently acquired by a group of investors. Group B, consisting of three members, had constituted the active management of the corporation for a number of years. The resignation of group B was probable if group A continued to dominate the board. It was proposed that stock of the defendant be exchanged for stock in another corporation. Under the overall plan, group A was to resign and two …

Criminal Law- False Pretenses - Partner Fraudulently Obtaining Partnership Funds, Paul R. Haerle

Michigan Law Review

Defendant and another were equal partners in a used car business. Defendant took in an automobile, paying for it with his own funds. Representing that he had paid more than he actually had, he induced his partner to write him a check drawn on the partnership account. Defendant was indicted for obtaining half of the excess by false pretenses. The district court directed a verdict of acquittal. On appeal by the state, held, affirmed, three justices dissenting. A partner cannot be guilty of obtaining by false pretenses from the partnership; the statute in question specifies that it must be …

A Survey Of Kentucky Corporation Cases Since 1946, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Conflict Of Laws - Penal Provisions In Foreign Law - Liability Of Shareholders In De Facto Corporation, James M. Potter S.Ed.

Michigan Law Review

Defendants, residents of Tennessee, while attempting to form a corporation under the laws of Arkansas, inadvertently failed to file the articles of incorporation with the county clerk, although they were filed with the Secretary of State of Arkansas. The resulting business association was an Arkansas de facto corporation. Under Arkansas law the shareholders of a de facto corporation are personally liable for the debts of the corporation. Plaintiff, a creditor who dealt with the corporation, sued in a Tennessee court and asked that the Arkansas rule be applied. The trial court refused to do so on the ground that it …

Corporations - De Facto Existence - Necessity Of Good Faith Attempt To Incorporate Under And Of Colorable Compliance With Incorporation Statute, Richard R. Dailey

Michigan Law Review

Defendant, a purported holding corporation, was organized in 1922 before the enactment of a state statute authorizing such corporations. The articles of incorporation stated that the purpose of the corporation was "to acquire, own and hold" shares of stock in a realty company. There was actual user of corporate power by the defendant under this attempted incorporation until the time of this suit in 1954. The legislature in 1941 amended the incorporation statute to authorize incorporation of a holding company, but no action was taken by the defendant pursuant to this amended statute. In an action for a declaratory judgment, …

Partnership - Dissolution On Death - Right Of Representatives Of The Deceased Partner To Share In Good Will, Richard M. Adams

Michigan Law Review

Plaintiff sought a judgment against the administrator of his deceased partner to compel the conveyance of the deceased's one-half interest in the partnership assets. Under the terms of the partnership agreement the surviving partner had the right to buy out the interest of the deceased partner at its "then book value." The administrator contended that good will was a valuable partnership asset, even though not carried on the books, and should be taken into account in determining the price of the deceased's interest. On appeal from a judgment for plaintiff, held, affirmed. By setting the price of the deceased's …

Corporations - Securities Regulation - Investment Contracts Under Securities Act Of 1933, James W. Beatty S.Ed.

Michigan Law Review

Plaintiffs purchased tracts of twenty acres, part of a larger tract owned by the defendant, for the purpose of developing the tracts into small citrus groves. Plaintiffs also executed with defendant a care and management contract, whereby plaintiff was to give directions as to the marketing of the crops on the tract; the defendant management company was to follow these directions but would still supervise harvesting and marketing and would receive its compensation therefor. Plaintiff brought an action under the Securities Act of 1933 to impose civil liability for fraudulent misrepresentations and material omissions concerning the value of the land. …

Business Associations—Fair Trade Laws, Jules Gordon

Buffalo Law Review

General Electric Co. v. Masters, Inc., Lionel Corp. v. S. Klein on the Square, Inc. & Raxor Corp. v. Goody, 307 N. Y. 299, 120 N.E. 2d 802 (1954).

Business Associations—Fiduciary Duty Of Employees, Jules Gordon

Buffalo Law Review

Duane Jones Co., Inc. v. Burke et al., 306 N.Y. 172, 117 N. E. 2d 237 (1954).

Business Associations—Enforcement Of Arbitration Agreement, Jules Gordon

Buffalo Law Review

Essenson v. Upper Queens Medical Group, 30 N.Y. 68. 120 N.E. 2d 209 (1954).

Property—Personal Property—Stock—Conflict Of Ownership, Anthony J. Vaccaro

Buffalo Law Review

Bata v. Bata, 306 N.Y. 96. 115 N.E. 2d 672 (1953).

Business Associations—Corporations, Jules Gordon

Buffalo Law Review

In re McKinney, 306 N.Y. 207, 117 N.E. 2d 256 (1954); Eisenberg v. Central Zone Property Corp ., 306 N.Y. 58, 115 N.E. 2d 652 (1953); Gordon v. Elliman, 306 N.Y. 456, 119 N.E. 2d 331 (1954); Diamond v. Diamond, 307 N.Y. 263, 120 N.E. 2d 819 (1954); In re Radom v. Neidorff, Inc., 307 N.Y. 1. 119 N.E. 2d 563 (1954); In re Seamerlin Operating Co., 131 N. Y. S. 2d 174 (Sup. Ct. 1954); Auer v. Dressel, 306 N. Y. 427, 118 N. E. 2d 590 (1954).

Escrow Instructions To The First National Bank Of Nevada Regarding The Transfer Of Las Vegas Water Production From The Union Pacific Railroad To The Las Vegas Valley Water District, June 21, 1954, First National Bank Of Nevada, Los Angeles & Salt Lake Railroad Company, Las Vegas Valley Water District, Las Vegas Land And Water Company (Las Vegas, Nev.), Union Pacific Railroad Company

Publications (WR)

Escrow instructions for the transfer of Las Vegas water production from the Union Pacific Railroad to the Las Vegas Valley Water District. Contract between the Los Angeles & Salt Lake Railroad, the Union Pacific Railroad, and the Las Vegas Land and Water Company.