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Articles 10381 - 10410 of 10759
Full-Text Articles in Law
The Power To Carry On The Business Of A Decedent, Harry Adelman
The Power To Carry On The Business Of A Decedent, Harry Adelman
Michigan Law Review
The continuation of a business for the sole purpose of making a profit is clearly beyond the scope of liquidating the estate of a decedent. It is rather a trust of the business, created for the benefit of the creditors of the decedent and persons entitled to share in the distribution of the estate. The business is managed as a normal going concern, on a somewhat permanent basis, rather than as a temporary means of preserving the value for an advantageous sale.
Bankruptcy - Corporate Reorganization - Effect Of Release Of Collateral Obligor On Dissenting Creditors, Edward D. Ransom
Bankruptcy - Corporate Reorganization - Effect Of Release Of Collateral Obligor On Dissenting Creditors, Edward D. Ransom
Michigan Law Review
The federal district court confirmed a plan of reorganization of debtor corporation, under section 77B of the Bankruptcy Act, which expressly released defendant from liability as guarantor of bonds of the corporation and provided for cancellation of the bonds and substitution of new certificates of stock. The plaintiff, a bondholder, made no objection when the plan was submitted to the court; objection by other bondholders was overruled. The plaintiff brought suit in municipal court on the defendant's guaranty. Defendant pleaded the confirmation of the plan by the district court as res adjudicata. The trial court denied the plea and entered …
Corporation-Ratification Of Unauthorized Acts-Imputation Of Notice
Corporation-Ratification Of Unauthorized Acts-Imputation Of Notice
Indiana Law Journal
No abstract provided.
Corporations - Priority Between Parent Corporation And Preferred Stockholders Of Bankrupt Subsidiary, Erwin S. Simon
Corporations - Priority Between Parent Corporation And Preferred Stockholders Of Bankrupt Subsidiary, Erwin S. Simon
Michigan Law Review
It is well settled that when an undercapitalized subsidiary corporation is bankrupt, the claims for money loaned by the parent corporation which has dominated the subsidiary will be subordinated to the claims of other creditors. An analogous problem, which has seldom, if ever, been directly passed upon, is the priority between the claims of the nonvoting preferred stockholders of the subsidiary and those of the dominating corporation which owns all the common voting stock of the subsidiary. In spite of the fact that intercorporate loans are a common and approved method of financing subsidiaries, the question has heretofore been relatively …
Charities - Corporation Organized For Political Purposes As A Charitable Organization, Charles R. Linton
Charities - Corporation Organized For Political Purposes As A Charitable Organization, Charles R. Linton
Michigan Law Review
A statute provided, in substance, that bequests in a will to charitable organizations may not collectively exceed one-third of the estate of a testator leaving heirs. Plaintiff, a legatee under a will, appealed from a decree which found the American Jewish Congress was not a charitable organization and therefore was entitled to the full sum bequeathed to it. Among the corporate purposes stated in the articles of incorporation were: (a) to further the development of the Jewish National Home in Palestine, and (b) to secure and maintain equality of opportunity for Jews everywhere. Held, decree reversed; although incorporated for …
Tax Laws Of Indiana As They Relate To Corporations For Profit, Harriet W. Bouslog, Robert C. Brown
Tax Laws Of Indiana As They Relate To Corporations For Profit, Harriet W. Bouslog, Robert C. Brown
Indiana Law Journal
No abstract provided.
The Vicarious Liability Of Charitable Corporations
The Vicarious Liability Of Charitable Corporations
Indiana Law Journal
Recent Case Notes
Specific Performance Of Contracts For The Sale Of Stock In West Virginia, V. V. C.
Specific Performance Of Contracts For The Sale Of Stock In West Virginia, V. V. C.
West Virginia Law Review
No abstract provided.
Corporations - Power Of Attorney To Transfer Stock On The Books Of The Corporation, Royal E. Thompson
Corporations - Power Of Attorney To Transfer Stock On The Books Of The Corporation, Royal E. Thompson
Michigan Law Review
Although a power of attorney to transfer stock on the books of the corporation is found almost as a matter of course on the reverse side of stock certificates, along with a form for assignment of the certificate, there is surprisingly little to be found in the authorities, as to why it is there. An inquiry into the reasons, if any, for such a provision is the purpose of this discussion. A decision of last summer, by the New York Supreme Court, New York County, lends present emphasis to the query. Three certificates of stock which had been indorsed in …
Corporations - Ratification Of Unauthorized Withdrawal Of Funds By An Officer Of A Corporation, Walter Probst Jr.
Corporations - Ratification Of Unauthorized Withdrawal Of Funds By An Officer Of A Corporation, Walter Probst Jr.
Michigan Law Review
The president of a corporation withdrew funds from the corporation with which to purchase stock for his own personal benefit. He used this money so as to save the brokerage cost of his securities. A great deal of the money was repaid a few days after its withdrawal. The board of directors, discovering these activities, approved all past actions and present loans of the president. Held, the attempted ratification by the board of directors did not relieve the president from his duty of accounting for the profits realized on the stock purchased with the funds, since there had not …
Corporations - Foreign Corporations - Service Of Process Based Upon Solicitation, Donald H. Larmee
Corporations - Foreign Corporations - Service Of Process Based Upon Solicitation, Donald H. Larmee
Michigan Law Review
The question of just when a foreign corporation is amenable to process for an in personam action has long troubled the courts. To one who is seeking a clear and applicable formula, the cases in this field offer but little aid because of the confusion created by the multitude of decisions upon the problem. The decisions of the United States Supreme Court itself are of no great assistance in deriving such a formula. Many attempts have been made by legal writers to define a working rule for this problem as a whole. However, the present writer will endeavor only to …
Corporation Statutes As The Answer To Parent-Subsidiary Liability, Elvin R. Latty
Corporation Statutes As The Answer To Parent-Subsidiary Liability, Elvin R. Latty
Michigan Law Review
The purpose of these few pages is to call attention to the view concerning the liability of a parent corporation for obligations of its subsidiaries set forth in a comment in a recent number of the Review.
Corporations--Disregard Of The Corporate Entity, W. V. R.
Corporations--Disregard Of The Corporate Entity, W. V. R.
West Virginia Law Review
No abstract provided.
Corporations - Power Of Majority Stockholders To Reorganize By Transfer Of Assets To New Corporation In Exchange For Stock, Kenneth K. Luce
Corporations - Power Of Majority Stockholders To Reorganize By Transfer Of Assets To New Corporation In Exchange For Stock, Kenneth K. Luce
Michigan Law Review
A private corporation is solvent and prosperous but is nearing the time when its charter will expire. The directors call a stockholders' meeting at which the majority of the stockholders vote: first, to form a new corporation and, second, to transfer all the assets of the old corporation to the new corporation in consideration for the entire capital stock of the new corporation and the assumption by the new corporation of all liabilities of the old corporation. The plan further provides that the old corporation is then to be dissolved, and the stock of the new corporation is to be …
Corporations - Charter Amendments - Delaware Dilemma, Michigan Law Review
Corporations - Charter Amendments - Delaware Dilemma, Michigan Law Review
Michigan Law Review
It may be conceded that a corporate charter is a contract having a threefold aspect as to the combinations of parties thereto, and that this contract, as between the corporation and the state, may be changed by the state without conflict with the Federal Constitution, providing the state has reserved a power to change. It still is an ever present problem, however, as to how far the state may affect the contracts of stockholders, either inter se or with the corporation. This problem is particularly a live one in Delaware, both because of the recent Keller case and the large …
Stockholders' Suits: A Possible Substitute, Harris Berlack
Stockholders' Suits: A Possible Substitute, Harris Berlack
Michigan Law Review
With the rapid expansion in the use of the corporate form of organization for business enterprise which has taken place during the last few decades, increasing attention has been paid by legal scholars to the question of the respective positions, rights and duties of the various components of the corporate structure. The functions, rights, obligations and liabilities of managers, officers, directors and stockholders, both majority and minority, have been analyzed and defined. Mr. Berle's analysis of corporate authority as power held in trust for the benefit of the stockholders has found wide acceptance as a comprehensive synthesis of the conclusions …
Bankruptcy - Corporate Reorganization Plan - Fairness And Feasibility, Erwin S. Simon
Bankruptcy - Corporate Reorganization Plan - Fairness And Feasibility, Erwin S. Simon
Michigan Law Review
The corporation, having assets of $295,000 and liabilities of $1,200,000, petitioned for reorganization under Section 77B of the Bankruptcy Act and presented a plan. The district court's dismissal of the debtor's petition was affirmed in the circuit court of appeals on the grounds that the plan offered was incomprehensible, that the appraisal required by the plan was unjust since the value and validity of the bonds had been found in the equity receivership, and that subsection (b)(5) of 77B was unconstitutional, the attempt to bind non-assenting creditors being a denial of due process. Certiorari was granted by the Supreme Court. …
Cancellation Of Accrued Dividends On Preferred Stock Under General Reservation In Charter Of Power To Make Amendments Changing Terms Of Outstanding Stock
Maryland Law Review
No abstract provided.
The Corporate Trustee Problem, Albert R. Jones
The Corporate Trustee Problem, Albert R. Jones
Kentucky Law Journal
No abstract provided.
Equity: Unfair Competition; Protection Of Corporate Name, Andrew Clark
Equity: Unfair Competition; Protection Of Corporate Name, Andrew Clark
Kentucky Law Journal
No abstract provided.
Accountability Of Promoters To The Corporation For Profits, Maurice Gershon
Accountability Of Promoters To The Corporation For Profits, Maurice Gershon
Washington Law Review
The Washington cases involving the question of the corporation's right of action against promoters who reap secret profits, do not yet cover the complete scope of legal principles developed on this subject. The cases state general conclusions and are inadequately discussed. In order that the Washington cases may be better evaluated, a brief summary of the general rules as applied in other jurisdictions, will first be presented.
Appraisal Of Shares Of Dissenting Stockholders In Consolidation - American General Corporation V. Camp, Et Al.
Maryland Law Review
No abstract provided.
Reorganization Of The Federal Judiciary, Thomas Frank Konop
Reorganization Of The Federal Judiciary, Thomas Frank Konop
Journal Articles
This article examines the controversy the Supreme Court have declaring unconstitutional several acts of Congress by striking social and beneficial laws from the statute books. The Supreme Court in effect told the American people that because of the Constitution their representatives could not pass these laws. It is the Supreme Court that is usurping the power of Congress and the President. It is the Supreme Court that has been destroying laws passed by Congress for a better life, more liberty and equality; social justice, and pursuit of happiness of one hundred thirty million people. This article favors the President's proposal …
Corporations - Parent's Liability For Subsidiary's Obligations, Michigan Law Review
Corporations - Parent's Liability For Subsidiary's Obligations, Michigan Law Review
Michigan Law Review
A parent corporation owned all the stock of a subsidiary which it had organized to hold real estate, its own business being mercantile. The directors and officers of both corporations were identical. The subsidiary sublet premises for ninety-nine years, in turn leasing them to the parent for ten years. Improvements were made in accordance with the subsidiary's contract, and "leasehold trust certificates" were issued by an assignee of the underlying lease. The parent quit the premises before the expiration of its lease, but paid the rent for the whole period. The subsidiary then defaulted on the ninety-nine year lease, having …
Corporations - Common Board - Fraud - Ratification By Majority Stockholders, Theodore R. Vogt
Corporations - Common Board - Fraud - Ratification By Majority Stockholders, Theodore R. Vogt
Michigan Law Review
Defendants were directors and officers of a managing corporation and its subsidiary. Both corporations paid defendants salaries, those from the managing corporation approximating the fees paid to it by the subsidiary for management services which were rendered by defendants. Held, payment of management fees by the subsidiary under such circumstances is fraudulent and recoverable from defendants, in a derivative suit by minority stockholders, despite a resolution of the majority stockholders of the subsidiary ratifying the payment. Eshleman v. Keenan, (Del. Ch. 1936) 187 A. 25.
Commission Jurisdiction Over Utility Cooperatives, Israel Packel
Commission Jurisdiction Over Utility Cooperatives, Israel Packel
Michigan Law Review
A group of farmers desire electricity. They propose to form a cooperative, to borrow money and to construct electric distribution lines. They probably will incorporate the cooperative as a stock or non-stock corporation in order to obtain the benefit of limited liability. The cooperative might be formed under a statute specifically enacted to authorize the formation of cooperatives or under a general incorporation statute. Normally, the charter of the cooperative will provide for equality in control by the members or shareholders and for a limited return or no return on capital investment. The cooperative will probably apply to the Federal …
Action Against Partnership In Name-Effect Of General Denial
Action Against Partnership In Name-Effect Of General Denial
Indiana Law Journal
No abstract provided.
Corporations - Capital, Capital Stock And Stock, Frederick K. Brown
Corporations - Capital, Capital Stock And Stock, Frederick K. Brown
Michigan Law Review
The recent case of Haggard v. Lexington Utilities Co. is typical of the nominalistic confusion occasioned by the use of the terms "capital" and "capital stock." Whatever progress the courts have made toward making them words of precise signification has not been reflected in the drafting of statutes, where they are employed to represent a bewildering number of connotations. The courts have recognized this and have not sought to make them words of art with a single, definitive meaning but through the mechanics of statutory interpretation have sought to divine the legislative intent.
Dividends From Wasting Assets Corporations, C. C. Williams Jr.
Dividends From Wasting Assets Corporations, C. C. Williams Jr.
West Virginia Law Review
No abstract provided.