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Articles 10321 - 10350 of 10765

Full-Text Articles in Law

Specific Performance--Right Of Defendant To Show Duress Without Offering To Rescind Entire Contract, R. A. P. Jun 1940

Specific Performance--Right Of Defendant To Show Duress Without Offering To Rescind Entire Contract, R. A. P.

West Virginia Law Review

No abstract provided.

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A Reappraisal Of Appraisal Statutes, Norman D. Lattin Jun 1940

A Reappraisal Of Appraisal Statutes, Norman D. Lattin

Michigan Law Review

Two recent cases, under two of the most carefully framed corporation statutes, have raised again the question of what to do with the shareholder who dissents from fundamental change in his corporation. The appraisal statutes were devised to meet this problem by giving the shareholder, in the limited number of fundamental changes stated in the statute, the right to demand the fair, cash or market value of his share and retire from the company. The statutes of two states have given him this right as almost the exclusive means of protecting his interest in the company if he is dissatisfied …

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Corporations - Preincorporation Contracts Of Promoters And Incorporators - Effect Of Statute On Personal Liability Of Incorporators, Roy L. Rogers Jun 1940

Corporations - Preincorporation Contracts Of Promoters And Incorporators - Effect Of Statute On Personal Liability Of Incorporators, Roy L. Rogers

Michigan Law Review

It seems difficult to draw such a conclusion directly from the terms of the statute. Indeed, the section is not very definite as to the liability either of the incorporators or of the corporation on contracts of the designated class. However, in Hart Potato Growers' Association v. Grenier, it was intimated that this section made the corporation liable upon the contracts of the incorporators immediately upon incorporation. Toward this conclusion certain provisions of the section are rather persuasive. The clause providing that all property held by the incorporators for the benefit of the corporation shall be deemed to be …

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Corporations - Limitation Of Actions - Nature Of Directors' Statutory Liability For Illegal Loans To Stockholders, Oscar Freedenberg Jun 1940

Corporations - Limitation Of Actions - Nature Of Directors' Statutory Liability For Illegal Loans To Stockholders, Oscar Freedenberg

Michigan Law Review

The creditors of a bankrupt corporation sued its directors under a New Jersey statute that made the directors liable for all corporate debts to the extent of loans illegally made to stockholders. The decision hinged on the nature of the directors' liability with respect to the New Jersey statute of limitations. The directors maintained that the action was either for a contractual debt or else for a penalty, and that in either case it was barred by limitations. Held, that the liability of the directors was neither for a simple debt nor for a penalty within the meaning of …

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Corporations - Protection Of Corporate Name - Injunctive Relief, John L. Rubsam Jun 1940

Corporations - Protection Of Corporate Name - Injunctive Relief, John L. Rubsam

Michigan Law Review

Plaintiff sought an injunction restraining defendant from using its corporate name in insuring real estate titles in the District of Columbia. The corporate names of plaintiff and defendant are identical except for the difference between the words "company" and "corporation." Plaintiff is a District of Columbia corporation organized in I 896 under the name "Lawyers Title Insurance Company." Defendant was incorporated in Virginia in 1925 under the name "Lawyers Title Insurance Corporation." From 1896 to 1922 plaintiff conducted its business entirely independently. In later years it made a "working agreement" with two other District title companies. A majority of the …

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Taxation - Federal Income Tax - Deductions - Loss Upon Sale To Corporation Wholly Owned By Taxpayer, G. Randall Price Jun 1940

Taxation - Federal Income Tax - Deductions - Loss Upon Sale To Corporation Wholly Owned By Taxpayer, G. Randall Price

Michigan Law Review

In 1932 the taxpayer sold to the X corporation, which he wholly owned and controlled, certain shares of stock in partial payment of a debt which he owed to X corporation. The selling price, which was the market value of the stock, was less than the stock had cost the taxpayer. It was found that the sale was entered into with the intent of creating a deductible loss and thus reducing the taxpayer's taxable income. In computing his taxable income for 1932, the taxpayer deducted the amount of the loss on the sale of this particular stock to his wholly …

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Corporations - Jurisdiction - Foreign Corporations And Venue In The Federal Courts - Consent To Be Sued, Theodore R. Vogt May 1940

Corporations - Jurisdiction - Foreign Corporations And Venue In The Federal Courts - Consent To Be Sued, Theodore R. Vogt

Michigan Law Review

In the long history of the struggle to hold foreign corporations subject to suit at the place of their business activity/ another chapter was written when the Supreme Court decided Neirbo Company v. Bethlehem Shipbuilding Corp., Ltd., hereinafter referred to as the Neirbo case. In that case the plaintiffs, who were citizens and residents of New Jersey, had brought an action in the United States District Court for the Southern District of New York and had sought and obtained the addition, as a party defendant, of Bethlehem, a Delaware corporation. Since, as between plaintiffs and Bethlehem, the suit had …

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Corporations - Reorganization - Effect Of Forfeiture Of Charter, Edward S. Biggar Apr 1940

Corporations - Reorganization - Effect Of Forfeiture Of Charter, Edward S. Biggar

Michigan Law Review

The charter of a Michigan corporation was forfeited for nonpayment of franchise fees. The statute provided conditions upon the fulfillment of which a forfeited charter might be reinstated. Without fulfilling the conditions and after the expiration of the statutory period during which it was allowed to continue in existence for the purpose of winding up its affairs, the corporation petitioned for reorganization under the Bankruptcy Act. Held, that the petitioner had no corporate existence under the laws of Michigan, and that, therefore, it could not invoke the jurisdiction of the federal bankruptcy court. In re Columbia Hotel Co. of …

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Corporations - Receivers - Rights Of Creditors Or Receiver To Raise An Objection To Corporate Action Which Would Be Open To Shareholders, Jerome J. Dick Mar 1940

Corporations - Receivers - Rights Of Creditors Or Receiver To Raise An Objection To Corporate Action Which Would Be Open To Shareholders, Jerome J. Dick

Michigan Law Review

The writer will attempt to show that the courts, in spite of their language of fraud and breach of trust, are not applying the legal rules of fraud and trust relationship in allowing recovery to the creditor. The cases brought by the receiver for the benefit of creditors can be roughly divided into three broad groups: (1) instances where the court speaks of a trust relationship, holding that the corporation has breached the duty of trust to the creditors; (2) situations where the court speaks of some hazy principle of "fraud" on the creditors; (3) cases where the court forgets …

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Corporations - Reorganization- Fair And Equitable Plan, G. Randall Price Mar 1940

Corporations - Reorganization- Fair And Equitable Plan, G. Randall Price

Michigan Law Review

Both section 77 B of the federal Bankruptcy Act and chapter X of the Chandler Act provide that the judge shall find the plan of reorganization to be "fair and equitable" before he approves it. This and similar expressions had acquired a well-recognized content in equity reorganization before the statutes were enacted. Congress probably intended to enact the Boyd case rule. Several lower court decisions have expressed doubt as to just what the phrase "fair and equitable" means under the federal Bankruptcy Act. To find the meaning of the phrase "fair and equitable," it is necessary to look back to …

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Taxation - Federal Income Tax - Distinction Between Sale And Tax Exempt Reorganization Under Section 112, Henry J. Merry Mar 1940

Taxation - Federal Income Tax - Distinction Between Sale And Tax Exempt Reorganization Under Section 112, Henry J. Merry

Michigan Law Review

The recent Supreme Court decision in Le Tulle v. Scofield, disapproving the views of four out of five circuit courts of appeals, appears to add a new and more specific requirement to the already complex law on the subject of statutory reorganization under the Revenue Act of 1928 -- that the consideration received by the transferor corporation include some stock of the transferee corporation. In the subject case, the Gulf Coast Irrigation Company transferred substantially all its assets to the Gulf Coast Water Company in exchange for $50,000 in cash and $750,000 in mortgage bonds, four-fifths of which matured …

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Corporations - Stockholder's Derivative Suit - Diversity Of Citizenship, Edward S. Biggar Mar 1940

Corporations - Stockholder's Derivative Suit - Diversity Of Citizenship, Edward S. Biggar

Michigan Law Review

Plaintiff, a New York corporation, brought a stockholder's derivative suit, in federal court, against the American Tobacco Company, a New Jersey corporation, and its directors, the majority of whom were citizens of New York. There being no federal question involved, defendant moved to dismiss the complaint because there was no proper diversity of citizenship. Plaintiff argued that by the New York decisions the ultimate interests of the defendant corporation and the plaintiff were identical, and that consequently the defendant corporation must be considered as the real plaintiff, thus supplying the necessary diversity of citizenship under the rule of Erie R.R. …

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Corporations - Transfer Of Stock - Liability To Remainderman For Absolute Transfer At Instance Of Life Tenant, James D. Ritchie Mar 1940

Corporations - Transfer Of Stock - Liability To Remainderman For Absolute Transfer At Instance Of Life Tenant, James D. Ritchie

Michigan Law Review

X, life tenant of certain stock of defendant company under a will, endorsed the certificates as life tenant; Y Company guaranteed his signature and itself endorsed in blank. Defendant, with knowledge of X's limited interest, transferred the stock on the books and issued new certificates to Y Company absolutely. Learning of their interests after X's death, plaintiff-remaindermen demanded certificates for the stock from defendant, which refused. In their action for conversion, held, that defendant breached its fiduciary duty to plaintiffs in making an absolute transfer with knowledge that the transferee had only a life interest and …

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Disregarding The Entity Of Private Corporations [Part 2], Charles Horowitz Jan 1940

Disregarding The Entity Of Private Corporations [Part 2], Charles Horowitz

Washington Law Review

A continuation of the article, beginning with section IV, The Nature of the Duty Enforced.

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Right Of Stockholder To Attack Transactions Occurring Prior To His Acquisition Of Stock , David S. Sykes Jan 1940

Right Of Stockholder To Attack Transactions Occurring Prior To His Acquisition Of Stock , David S. Sykes

Maryland Law Review

No abstract provided.

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Action For Wrongful Dishonor Of Bank Check Damages - Magness V. Equitable Trust Co. Jan 1940

Action For Wrongful Dishonor Of Bank Check Damages - Magness V. Equitable Trust Co.

Maryland Law Review

No abstract provided.

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Corporations - Non-Profit Corporations - Power Of Court Of Equity To Preserve Original Purposes And Set-Up Of Such A Corporation, W. Wallace Kent Jan 1940

Corporations - Non-Profit Corporations - Power Of Court Of Equity To Preserve Original Purposes And Set-Up Of Such A Corporation, W. Wallace Kent

Michigan Law Review

The Osteopathic Hospital was incorporated in 1919 as a nonprofit corporation by five persons who subscribed funds for its support. Its articles provided that the qualifications for trustees, method of filling vacancies in the board of trustees and the manner in which persons could become members should be set out in the by-laws to be adopted by the original incorporators. The by-laws thus adopted provided for a self-perpetuating board of trustees with power in them to amend the by-laws. These by-laws were not questioned until January 20, 1938, when a group of the members attempted to amend the by-laws to …

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Partnership - Attachment Of Partnership Property - Construction Of Sections 25(2) And 28(1) Of Uniform Partnership Act, Michigan Law Review Jan 1940

Partnership - Attachment Of Partnership Property - Construction Of Sections 25(2) And 28(1) Of Uniform Partnership Act, Michigan Law Review

Michigan Law Review

A judgment creditor of a separate partner issued an attachment execution thereon, seeking to attach particular partnership property and summoning the partners as garnishees. The partnership was a going concern and there had been no settlement of partnership accounts or money lent by the debtor member to the partnership. Held, the interest of the separate partner in specific firm property was not subject to attachment execution under the Uniform Partnership Act; the court intimated that a petition for a charging order was the proper procedure. Northhampton Brewery Corp. v. Laude, 133 Pa. Super. 181, 2 A. (2d) 553 …

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Corporations - Recapitalization By Statutory Merger And Consolidation, Robert Meisenholder Dec 1939

Corporations - Recapitalization By Statutory Merger And Consolidation, Robert Meisenholder

Michigan Law Review

When changes in the capital structure of a corporation are attempted by amendment or by voluntary reorganization plans, such efforts at recapitalization are often blocked by dissenting stockholders. As a result, attempts have been made to recapitalize and force dissenting stockholders to go along by following the procedure of the merger and solidation statutes. The extent to which these statutes governing merger and consolidation can be used in order to change the capital structure of a corporation will be examined here. This discussion will consider, first, the governing rules concerning possible .changes in a stockholder's interest and rights when two …

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Corporations - Modification Provisions Of Corporate Mortgages And Trust Indentures, Charles H. Haines Jr. Nov 1939

Corporations - Modification Provisions Of Corporate Mortgages And Trust Indentures, Charles H. Haines Jr.

Michigan Law Review

As early as the late 1800's it was not uncommon to find included in corporate mortgages and trust indentures provisions looking to the modification of the rights of the bondholders by action of a given majority of such holders. Ordinarily the power conferred could not be exercised by the holders of less than seventy-five per cent in value of the outstanding bonds; the modification authorized might be the alteration of security rights, the deferment of payments of interest or principal, the reduction of interest, or even the reduction of the debt. Inasmuch as the same equitable doctrines limit their use, …

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Disregarding The Entity Of Private Corporations [Part 1], Charles Horowitz Nov 1939

Disregarding The Entity Of Private Corporations [Part 1], Charles Horowitz

Washington Law Review

Although the device of incorporation has a number of advantages over other types of business organization such as partnerships, joint stock companies, and common law trusts, the advantage that has held the greatest appeal to prospective stockholders has been the advantage of limited liability. This advantage probably accounts for the widespread popularity of incorporation as a business device. In the last 100 years corporate growth has been such that it dominates the business life of the country. It has become apparent with the passage of time, however, that the device of incorporation can be used in such a way as …

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Bankruptcy - Corporate Reorganization - Section 77b - Chapter X Of The Chandler Act - Boyd Case Rule, Edmund O'Hare Nov 1939

Bankruptcy - Corporate Reorganization - Section 77b - Chapter X Of The Chandler Act - Boyd Case Rule, Edmund O'Hare

Michigan Law Review

A subsidiary of the defendant corporation filed a reorganization petition under Section 77 B of the Bankruptcy Act and defendant presented a claim of over nine million dollars as a creditor, the claim being grounded upon moneys paid by defendant to the subsidiary for its benefit, management and supervision fees, rental and interest charges, and declared but unpaid dividends. Defendant owned about ninety-eight per cent of the common stock of the subsidiary. As the result of objections by the trustee and preferred stockholders of the subsidiary, defendant's claim was compromised at five million dollars. The reorganization plan provided in part …

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Corporations - Derivative Suits - Insolvency As A Bar, Edmund O'Hare Nov 1939

Corporations - Derivative Suits - Insolvency As A Bar, Edmund O'Hare

Michigan Law Review

Plaintiff, stockholder in defendant bank, brought a derivative suit against the bank's directors to recover moneys allegedly wrongfully appropriated by them from the bank's assets. Before the commencement of the suit the bank had become insolvent and was in the process of liquidation. Held, the directors' motion to dismiss should be granted, since a stockholder may not maintain an action to hold an insolvent corporation's directors liable for fraud or mismanagement unless it appears that he will be benefited by the relief demanded, and full recovery here would still leave an excess of liabilities over assets. Falvey v. Foreman-State …

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Municipal Corporations-Constitutionality Of Parking Meters Aug 1939

Municipal Corporations-Constitutionality Of Parking Meters

Indiana Law Journal

No abstract provided.

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Government Corporations And State Law, Julius Cohen Jun 1939

Government Corporations And State Law, Julius Cohen

West Virginia Law Review

No abstract provided.

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Corporations - Equitable Intervention In Corporate Affairs - Meaning Of "Internal Management'', Henry L. Pitts May 1939

Corporations - Equitable Intervention In Corporate Affairs - Meaning Of "Internal Management'', Henry L. Pitts

Michigan Law Review

In a recent case before the Court of Appeals of Maryland, Williams v. Salisbury Ice Co., a minority stockholder who had met with defeat in a prior struggle over the control of the defendant, a domestic corporation, filed a bill of complaint asking for the appointment of a receiver to manage the corporation until the rights of creditors and stockholders could be "permanently preserved." It appeared that one Meeker, who was the virtual owner of a competing ice company, had acquired ownership of a majority of the defendant corporation's stock. The defendant was solvent, but the plaintiff's chief source …

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The Validity Of Corporate Mortgages Executed For Accommodation, Edward O. Curran May 1939

The Validity Of Corporate Mortgages Executed For Accommodation, Edward O. Curran

Michigan Law Review

The problem of the validity of an accommodation mortgage executed by a corporation--that is, a mortgage or pledge of the property or assets of the corporation for the benefit of another without the receipt by the corporate mortgagor or pledgor of any consideration for the loan of its credit--is one which appears not to have been explored by writers on legal topics. No reason is readily apparent for the obvious dearth of discussion on this subject; the pertinent cases are not too numerous for ready collation and the accommodation mortgage device is itself of practical importance in certain situations in …

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Corporations - Restraints On Alienation Of Stock Stipulated In The Charter, Michigan Law Review May 1939

Corporations - Restraints On Alienation Of Stock Stipulated In The Charter, Michigan Law Review

Michigan Law Review

The charter of the defendant corporation provided that the board of directors had authority to purchase its common stock at any time when the holder thereof was not an employee, or the holder had not received his common stock by conversion of the preferred. In accordance with the authority granted by this provision, the directors of the defendant corporation adopted a resolution to purchase the common stock owned by the plaintiff, who was not an employee and had not received his common stock by conversion of preferred shares. Plaintiff asked that an injunction be issued restraining defendant from proceeding further. …

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Regulation Of The Natural Gas Industry, John J. D. Preston Apr 1939

Regulation Of The Natural Gas Industry, John J. D. Preston

West Virginia Law Review

No abstract provided.

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Corporations - Right Of The Registrant To Withdraw A Registration Statement Under The Securities Act Of 1933, Arthur A. Greene Jr. Apr 1939

Corporations - Right Of The Registrant To Withdraw A Registration Statement Under The Securities Act Of 1933, Arthur A. Greene Jr.

Michigan Law Review

One day after the registration statement filed by the corporation became effective, the Securities and Exchange Commission ordered a hearing to determine whether or not a stop order should be issued to suspend the effectiveness of the registration statement. Various issues of the same stock which registrant proposed to issue had been sold on the market, prior to the filing of the registration statement. During the hearings the corporation filed a motion to withdraw its registration statement. The motion was denied. The Securities and Exchange Commission applied to the district court for an order to compel obedience to its subpoena …

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