Law Commons^™

Designing A Deferred Compensation Profit Sharing Plan For A Small Company, Donald C. Lubick

Buffalo Law Review

No abstract provided.

Agency-Employer Held Liable In Respondeat Superior For The Negligence Of Its Physician Employee, Frank Dombrowski Jr.

Buffalo Law Review

Mrachek v. Sunshine Biscuit, Inc., 286 App. Div. 105, 126 N. Y. S. 2d 383 (1st Dep't 1953).

Corporations-Shareholders-Settlement Of Derivative Suits Under The Federal Rules, George S. Flint

Michigan Law Review

Plaintiff, a minority stockholder in the Kaiser-Frazer Corporation, objected to the approval by a federal district court of a settlement in a stockholder's derivative action against various directors of the company and several firms in which they were interested. The compromise covered a series of similar suits filed in state and federal courts, involving contracts negotiated by the directors with defendant companies and alleged manipulations through security purchases preceding a projected issue of stock in 1948. The court had approved the compromise under rule 23(c) of the Federal Rules of Civil Procedure. Plaintiff contended that the settlement was collusive and …

Corporations-Ultra Vires Acts-Gifts To Educational Institutions, Judson M. Werbelow S.Ed.

Michigan Law Review

Plaintiff, a New Jersey corporation, was engaged in the manufacture and sale of valves, fire hydrants and other special equipment for use in water and gas industries. The company employed about 300 persons at its plant in New Jersey. In 1951 the board of directors adopted a resolution appropriating $1,500 as a donation to Princeton University for university maintenance. When this appropriation was questioned by certain stockholders, the company instituted a declaratory judgment action to determine whether the proposed donation was ultra vires. The lower court ruled that the donation was intra vires. On appeal, held, affirmed. The gift …

Corporations - Officers And Directors - Liability For Realizing Less Than Full Value From Sale Of Corporate Assets On Dissolution, Howard N. Thiele, Jr.

Michigan Law Review

The defendants were directors, officers, and sole stockholders of a corporation engaged in the business of wholesaling electrical supplies. The business gradually declined until the corporation was no longer able to meet maturing obligations, even though expenses had been cut to a minimum. After trying unsuccessfully to borrow more money the defendants decided to wind up the business. Faced with several possible methods of liquidation, they chose to sell the assets at an open auction sale. The net proceeds of the sale were about $20,000, while the cost of the inventory had been at least $60,000. The creditors, through the …

Integration Of Public Utility Holding Companies, Robert F. Ritchie

Michigan Legal Studies Series

The Public Utility Holding Company Act of 1935 was one of the most controversial pieces of legislation ever enacted by Congress, but despite this fact it has withstood numerous and vigorous attacks upon its constitutionality and, further, it has never been amended in any material respect. The Securities and Exchange Commission was confronted in 1935 with one of the most difficult administrative tasks in modern history. How it met and resolved the difficult problems of geographical and economic integration, arising under the so-called "death sentence" provisions of this Act, is the subject matter of this publication.

The research involved in …

Corporate Donations: Common Law, Statutory, And Constitutional Implications

Indiana Law Journal

No abstract provided.

Kentucky Adopts The Uniform Partnership Act, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Corporations - Effect Of Domestication Statute On Foreign Corporations, J. David Voss S.Ed.

Michigan Law Review

Plaintiff brought suit to enjoin the collection of a state tax on intangibles consisting of stocks held by plaintiff in domesticated foreign corporations. The lower court enjoined the defendant, a county treasurer, from collecting the tax. On appeal, held, reversed, three judges dissenting. A foreign corporation which has complied with the Nebraska domestication statute is a foreign corporation for purposes of the Nebraska intangibles tax. Omaha Nat. Bank v. Jensen, (Neb. 1953) 58 N.W. (2d) 582.

Corporations - Sale Of Assets As A Means Of Avoiding State Constitutional Limitation On Corporate Life, Judson M. Werbelow

Michigan Law Review

Defendant, a Michigan corporation, was incorporated in 1923 for a term of thirty years, the maximum term permitted by the Michigan constitution. Shortly before this thirty-year term was to expire, majority and minority stockholders engaged in unsuccessful negotiations, each group attempting to purchase the other's interest in the corporation. A special stockholders' meeting was then called to consider a proposed renewal of the corporate term. This proposal failed to gamer the vote of two-thirds of the outstanding shares which was required for approval. The attorneys representing the majority shareholders proceeded to organize a dummy corporation, which in tum offered the …

Federal Procedure - Venue Of Corporations - Inapplicability Of 28 U.S.C. §1391 (C) To Removal Actions, George B. Berridge S.Ed.

Michigan Law Review

Plaintiff, a resident of Florida, brought a libel action in a Florida court against the publisher of Look, an Iowa corporation. Defendant maintained no office in Florida, and sold its magazines to two independent wholesale companies for distribution to . Florida retailers; it was on an agent of one of these wholesalers that process was originally served. However, defendant did employ a "circulation road man," who traveled throughout several states including Florida to check retail outlets for complaints and to see that proper displays were maintained. Defendant removed the action to the Federal District Court for the Southern District …

Taxation - Federal Income Tax - Exchange Of Debentures For Preferred Stock As Tax-Free Reorganization, Raymond R. Trombadore S.Ed.

Michigan Law Review

Plaintiff held common and preferred stock of the Gulf States Paper Corporation. In 1942 plaintiff received new debentures in exchange for his preferred stock, pursuant to a plan for the recapitalization of the company whereby the entire 25,000 shares of previously outstanding preferred stock (including plaintiff's 208 shares) were exchanged for new debentures of like value. In 1950 the Commissioner assessed an income tax deficiency against plaintiff, determining that the redemption and cancellation of the preferred stock represented a distribution essentially equivalent to the distribution of a dividend and taxable under section 115(g)(1) of the Internal Revenue Code. Plaintiff sued …

Workmen’S Compensation—Distance Requirement Held Determinative Of Re-Entry Into Course Of Employment, J. A. Guzzetta

Buffalo Law Review

Carner v. Sears, Roebuck & Co., __ Mich. __ 59 N. W. 2d 263 (1953).

Business Associations—Bulk Sale—“Ordinary Course Of Trade”, Donald J. Holzman

Buffalo Law Review

Sternberg v. Rubenstein, 305 N. Y. 235, 112 N. E. 2d 210 (1953).

Business Associations—Rehabilitation Of Domestic Insurer, Donald J. Holzman

Buffalo Law Review

Application of Bohlinger, 305 N. Y. 258, 112 N. E. 2d 280 (1953).

Business Associations—Business Covenant, Donald J. Holzman

Buffalo Law Review

Delancey Kosher Restaurant v. Gluckstern, 305 N. Y. 250, 112 N. E. 2d 276 (1953).

Business Associations—Corporations, Donald J. Holzman

Buffalo Law Review

Schwarz v. General Aniline and Film Corp., 305 N. Y. 395, 113 N. E. 2d 533 (1953); New York Credit Men's Adjustment Bureau, Inc. v. Weiss, 305 N. Y. 1, 110 N. E. 2d 397 (1953); In Re Silverman, 305 N. Y. 13, 110 N. E. 2d 402 (1953).

Corporations - Securities Act Of 1933 - Stock Sale To Employees As A Public Offer, Paul B. Campbell S.Ed.

Michigan Law Review

The Securities and Exchange Commission sued to enjoin defendant corporation from offering stock for sale to its employees without first complying with the registration requirements of the Securities Act of 1933. Defendant claimed that its offer was not a public offer and therefore it came under a class of transactions which were exempt from the registration requirements. The offer was made to about 500 of the company's 7,000 employees. The company classified the offer as one made only to ''key employees." The court of appeals affirmed the trial court's judgment for defendant. On certiorari, held, reversed, two justices dissenting. …

Corporations - Effect Of A Provision In Articles Of Incorporation Permitting The Counting Of Interested Directors For Quorum Purposes, James W. Callison S.Ed.

Michigan Law Review

Plaintiffs, minority stockholders, sought to restrain the consummation of a merger agreement between defendant Mayflower and Hilton corporations because the plan had not been approved by a quorum of disinterested directors of Mayflower. Defendants relied upon a provision in Mayflower's articles of incorporation which stated that " . . . any director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this Corporation for the purpose of authorizing any contract or transaction [between this Corporation and any other corporation in which any director or officer of this Corporation is pecuniarily …

"Fair And Equitable" Distribution Of Voting Power Under The Public Utility Holding Company Act Of 1935, Leo W. Leary

Michigan Law Review

In the Public Utility Holding Company Act of 1935 Congress gave the Securities and Exchange Commission the task of investigating voting power distribution among security holders in electric and gas holding companies and their subsidiaries. If the Commission finds that the corporate structure or continued existence of any company in a holding company system "unfairly or inequitably" distributes voting power among the investors in the system, it is the Commission's duty to order the offending corporation to take "such steps as the Commission shall find necessary" to cure this condition. This paper is an attempt to ascertain what the Commission …

Corporations - Shareholders - Right To Bring Derivative Action For Treble Damages Under Antitrust Laws, William K. Davenport S.Ed.

Michigan Law Review

Plaintiff, owner of 50 percent of the stock in a theater corporation, brought a derivative action in federal court for treble damages for loss of profits allegedly suffered from defendant's violation of the antitrust laws. The district court sustained defendant's motion to dismiss. On appeal to the court of appeals, held, reversed and remanded. Under the new federal rules, a stockholder may bring a derivative action for treble damages under the antitrust laws. Fanchon & Marco, Inc. v. Paramount Pictures, Inc., (2d Cir. 1953) 202 F. (2d) 731.

The Teaching Of Business Law, Louis O. Bergh

Journal of Legal Education

No abstract provided.

Corporations, J. Gordon Gose

Washington Law Review

Covers corporate charitable contributions.

Course Of Study In Business Law, James Hayes

Masters Theses & Specialist Projects

In this study the writer is endeavoring to define, organize and present a comprehensive course of study in business law, in order to create a definite interest in the subject on the part of the student and to facilitate the task facing the teacher in his presentation of the course.

The materials and suggestions in this study could be of interest to anyone who is concerned with the teaching of business law and who is interested in improving the high school course of business law.

Corporations-Appointment Of Receiver Solely For The Purpose Of Bringing Suit, William A. Bain, Jr. S.Ed.

Michigan Law Review

An ex parte petition was filed by a minority stockholder of a foreign corporation requesting the appointment of a special receiver for certain claims of the corporation against resident fiduciaries. The claims, which had not been prosecuted by the corporation, were about to be barred by the statute of limitations. A receiver was appointed and brought suit. The corporation appeared specially requesting that the order be set aside. Held, motion denied. A court of equity has inherent power to appoint a receiver for the assets of a foreign corporation in an ex parte proceeding instituted by a minority stockholder. …

Corporations—Right Of Director To Inspect Corporate Books, Robert F. Brachtenbach

Washington Law Review

P, as a director and stockholder of a corporation, sought a writ of mandamus to compel the corporation's officers to make available for inspection by P certain corporate books and records. The court found that P's purposes in seeking inspection of the records were hostile to the corporation and if consummated would be inimical to the best interests of the corporation. The trial court dismissed P's petition. Held: Affirmed. State ex rel. Paschall v. Scott, 141 Wash. Dec. 62, 247 P.2d 543 (1952).

Corporations--Officers And Agents-Authority Of Manager To Enter Into A Lifetime Employment Contract, Peter Van Domelen S.Ed.

Michigan Law Review

In 1924, the plaintiff, while working as an employee of the defendant corporation, suffered an injury which resulted in the loss of his leg. During his period of convalescence the plaintiff was visited by the district superintendent of the defendant corporation and was assured that the corporation would pay for his medical expenses and furnish him with a lifetime job in exchange for his promise to forbear from suit. Upon recovery, the plaintiff returned to work and served the defendant in various capacities until 1949, at which time he was discharged without cause. The plaintiff brought an action to recover …

Corporations-Power Of Legislature To Revive Corporate Charter, John S. Slavens S.Ed

Michigan Law Review

Defendant, a New York corporation, was engaged in operating steamboats for sightseeing purposes below Niagara Falls. Defendant was incorporated in 1892 for a term of fifty years, the maximum then permitted by statute. Through inadvertence the charter was not renewed in 1942. The corporation continued in its regular course of business, and in 1947 when the oversight was discovered, the board of directors, with the approval of three-fourths of the shareholders, immediately revived the corporation under a statutory provision enacted in 1944. Plaintiffs, shareholders of the corporation, claimed that application of the provision was an unconstitutional deprivation of their rights …

Federal Procedure-Applicability Of State Decisional Law Interpreting State Statutes Of Limitations Under Section 11 (E) Of The Bankruptcy Act, Charles E. Oldfather S.Ed

Michigan Law Review

Plaintiff is the trustee in bankruptcy of a Virginia corporation whose petition for reorganization under chapter X of the Bankruptcy Act was approved by a Virginia federal district court in 1942. Plaintiff filed this action in a New York federal district court under section 11 (e) of the Bankruptcy Act against defendant, the principal stockholder, and others for breach of fiduciary duty. The alleged breaches of duty occurred in 1927 and 1929. The defendant pleaded the New York statute of limitations and contended that it should be applied as interpreted by New York decisions, which hold that the statute begins …

That Pierced Veil-Friendly Stockholders And Enemy Corporations, Norman S. Fink

Michigan Law Review

Consider, if you will, the position of Mr. A, an ordinary resident of Suburbia, Long Island, New York, U.S.A., who on the advice of his stock broker that he has an opportunity to buy a "growth" stock, invests $5,000 in 100 shares of X company, organized under the laws of Switzerland. The World erupts into another tragic war and Mr. A receives peremptory demand from his government to turn over his shares to it. He learns that his investment gives aid and comfort to the enemy since X company, apparently a non-belligerent enterprise in a neutral country, is alleged …