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Articles 10531 - 10560 of 10759

Full-Text Articles in Law

Corporations - Issue Of Stock Apr 1932

Corporations - Issue Of Stock

Michigan Law Review

The Eastman Kodak Company, a New Jersey corporation, entered into a contract with Vereinigte Fabriken Photagraphischer Papiere of Dresden, a German corporation, whereby it was agreed that the German company would discontinue the manufacture and sale of "Collodion papers" in North America, Great Britain, France, Spain, and Portugal and that those territories would be given over exclusively to the Eastman Company for the manufacture and sale of this paper. In consideration of this concession the Eastman Company issued 28,450 shares of its no par stock to the German company. This stock was later seized by the United States Alien Property …

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Corporations - Rights Of Bondholder Under A Trust Indenture Apr 1932

Corporations - Rights Of Bondholder Under A Trust Indenture

Michigan Law Review

Plaintiff was the owner of bonds issued by the defendant real estate corporation which were secured by real estate mortgages in the control of a trustee under a trust indenture to which reference was made in the bonds. The indenture provided, "no holder . . . shall have any right to institute any suit, action or proceeding at law or in equity or take any other steps or proceedings for any remedy hereunder," unless 25 per cent of the holders shall have requested the trustee to exercise the powers granted and the trustee thereafter fails or refuses to proceed. Plaintiff, …

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Equitable Limitations On Statutory Or Charter Powers Given To Majority Stockholders, Norman D. Lattin Mar 1932

Equitable Limitations On Statutory Or Charter Powers Given To Majority Stockholders, Norman D. Lattin

Michigan Law Review

The object of this paper is to examine certain fundamental corporate changes which statutes or articles frequently authorize majority stockholders, or a certain proportion of all, to bring about, and to ascertain whether courts have looked simply to the literal wording of the authority and have sanctioned the action if in accord with the statute or whether they have implied equitable restrictions in spite of apparently unlimited authority in the statute or articles. How far, for example, have courts gone in the direction of the business man's idea that the corporation, after all, is a democratic affair, and that the …

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Public Utilities--Is An Ice Business "Affected With A Public Interest", E. Gaujot Bias Feb 1932

Public Utilities--Is An Ice Business "Affected With A Public Interest", E. Gaujot Bias

West Virginia Law Review

No abstract provided.

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Corporations--Disability Of Corporation To Act As Affecting Fiduciary Duty Of Director To Stockholder, John Hampton Hoge Feb 1932

Corporations--Disability Of Corporation To Act As Affecting Fiduciary Duty Of Director To Stockholder, John Hampton Hoge

West Virginia Law Review

No abstract provided.

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Corporations - Service Of Process On A Subsidiary Corporation Doing Business In The State In An Action Against A Foreign Corporation Jan 1932

Corporations - Service Of Process On A Subsidiary Corporation Doing Business In The State In An Action Against A Foreign Corporation

Michigan Law Review

The Freeport Texas Company, a Delaware corporation, owned all of the stock of the Freeport Sulphur Company, a Texas corporation, except a few qualifying shares. The directorates of the two corporations were interlocking; officers of the parent corporation occupied identical positions in the subsidiary; and common offices were occupied in New York. It also appeared that the board of the Texas corporation only passed on local operating matters and ratified ordinary contracts. The sales end of the organization was operated from New York and the board had no control over it. The fixing and payment of salaries, the amount of …

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A Comparative Study Of The Laws Of The Philippine Islands And Of The United States Of America Applicable To Private Corporations, Emilio M. Javier Jan 1932

A Comparative Study Of The Laws Of The Philippine Islands And Of The United States Of America Applicable To Private Corporations, Emilio M. Javier

SJD Dissertations

The main objective of the present treatise is to expound the similarities and dissimilarities of the laws of the Philippine Islands and of the United States of America applicable to private corporations. Act 1459, otherwise known as the Philippine Corporation Law, as amended and as radically modified recently, in many or its important provisions, by Act 3518, is made the basis of discussion from the Philippine view point. All the decisions of the Supreme Court of the Islands interpreting the provisions of the law, and which the author considers pertinent, are also discussed herein. Due to the fact that each …

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Municipal Corporations-Public Utilities-Public Service Commission Jan 1932

Municipal Corporations-Public Utilities-Public Service Commission

Indiana Law Journal

No abstract provided.

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Frankenstein, Incorporated, By I. Maurice Wormser, Daniel James Dec 1931

Frankenstein, Incorporated, By I. Maurice Wormser, Daniel James

Indiana Law Journal

No abstract provided.

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Corporations - Dissolution - Distribution Of Assets Between Preferred And Common Stockholders Dec 1931

Corporations - Dissolution - Distribution Of Assets Between Preferred And Common Stockholders

Michigan Law Review

In periods of business depression, problems concerning the dissolution and liquidation of corporations, with the question of preference between the holders of the preferred and common stock, often become very acute. A recent case, presenting the question of preference from the aspect of unpaid dividends on preferred stock, is Penington v. Commonwealth Hotel Construction Corporation.

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Corporations - Injunctive Relief Against Corporate Action Which Requires Unanimous Approval Dec 1931

Corporations - Injunctive Relief Against Corporate Action Which Requires Unanimous Approval

Michigan Law Review

A bill for an injunction to prevent the submission, at a stockholders' meeting, of a corporate by-law providing for extra dividends on stock owned by officers and employees, was maintained, on the ground that the proposed move was illegal and unauthorized by statute. Scott v. P. Lorillard Co. (N. J. Eq. 1931) 154 Atl. 515.

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Corporations - Chattel Mortgages - Consent Of Stockholders Dec 1931

Corporations - Chattel Mortgages - Consent Of Stockholders

Michigan Law Review

The claimant held a chattel mortgage on certain fixtures, the property of a corporation in which the bankrupt held a controlling interest. The validity of the mortgage was challenged by the trustee for the reason that it had been executed in disregard of the statutory requirements. It was admitted that the assent of the stockholders was not formally expressed, but it appeared that the requisite number of stockholders had, in fact, assented. Held, that the mortgage is void since it did not have the statutory consent to its execution, the fact of actual consent being immaterial. In re Joseph …

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Corporations - Power To Dispose Of Realty Dec 1931

Corporations - Power To Dispose Of Realty

Michigan Law Review

A cattle company, authorized by its charter to deal only in live stock, was in possession of three tracts of land. Upon a decision of the stockholders and directors to dissolve, two of these tracts were sold outright. The third, being near a large city, was subdivided into city lots with streets, sidewalks, water, lights, etc., for the purpose of a more advantageous sale. This involved the expenditure of considerable sums of money, and at the end of four years some of the lots were still unsold. The corporation became insolvent and the receiver refused to pay the money borrowed …

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Corporations - Rescission Of Contract Procured Through Fraud Dec 1931

Corporations - Rescission Of Contract Procured Through Fraud

Michigan Law Review

P purchased shares of stock in S Company through the fraud and misrepresentation of his agents in collusion with the agents of the S Company. Upon discovery of the fraud, P tendered back a number of shares equal to the number received by himself and his innocent associates. In the meantime, P had resold part of the shares at a higher price. Held, P must also tender the profit resulting from the resale and subsequent purchase of equivalent shares in a fallen market, together with any dividends paid on stock and interest from date of payment. Marr v. Tumulty …

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A Casebook On Corporation Finance Dec 1931

A Casebook On Corporation Finance

Michigan Law Review

A review of CASES AND MATERIALS ON THE LAW OF CORPORATION FINANCE. By Adolf A. Berle, Jr.

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Banks And Banking--Enforcement Of Stockholders' Double Liability, Robert E. Stealey Jun 1931

Banks And Banking--Enforcement Of Stockholders' Double Liability, Robert E. Stealey

West Virginia Law Review

No abstract provided.

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Equity--Subjecting Corporate Stocks To An Equitable Servitude, James A. Mcwhorter Jun 1931

Equity--Subjecting Corporate Stocks To An Equitable Servitude, James A. Mcwhorter

West Virginia Law Review

No abstract provided.

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Corporations-Dividends On Non-Cumulative Preferred Stock Jun 1931

Corporations-Dividends On Non-Cumulative Preferred Stock

Michigan Law Review

Plaintiff held non-cumulative preferred stock in the defendant corporation. From 1925 through 1928 no dividends were declared upon this stock; although earnings were sufficient they were used instead for property improvements. Since 1928, dividends have been paid regularly on this stock at the specified rate. In 1930 a dividend was declared on the common stock. Plaintiff sued to have this amount paid instead as a dividend on the preferred stock, and to enjoin any payment of dividends on the common stock until full dividends were paid on the non-cumulative preferred stock for the period from 1925 to 1928. Held, …

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The Business Trust As A Means Of Securing Limited Liability Jun 1931

The Business Trust As A Means Of Securing Limited Liability

Michigan Law Review

Small investors are unwilling to risk their entire personal fortunes in one business venture, and for this reason refuse to participate in an enterprise unless they are assured that they will be free from individual liability for the obligations of the business. Such freedom from liability may be obtained by incorporation. That is the method especially provided by law and the one which most businesses adopt, but it has its disadvantages. The organization of a corporation involves heavy expenses in the form of lawyers' fees, filing fees and organization taxes. Once formed the corporation is subject to many. special taxes, …

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Corporations-Duty Of Corporate Trustee To Record Mortgage Securing Bonds Jun 1931

Corporations-Duty Of Corporate Trustee To Record Mortgage Securing Bonds

Michigan Law Review

Plaintiff became the holder of bonds issued under and secured by a collateral trust agreement executed in Pennsylvania. The mortgage contained the provision that " * * * the trustee, save for its gross negligence or wilful default, shall not be personally liable for any loss or damage" and further that "It shall be no part of the duty of the trustee to record this instrument as a mortgage." The mortgage was not recorded nor the mortgage debt satisfied. Plaintiff sued the trustee in New York for negligence. Held, the contract limited the obligations and duties of the trustee, …

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Municipal Corporations-Constitutional Law May 1931

Municipal Corporations-Constitutional Law

Indiana Law Journal

No abstract provided.

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Review: A Textbook On Law And Business, J. Wayne Ley May 1931

Review: A Textbook On Law And Business, J. Wayne Ley

Michigan Law Review

A Book Review on A TEXTBOOK ON LAW AND BUSINESS By William H. Spencer

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Corporations--Cumulative Preferred Stock-Effect Of By-Laws Apr 1931

Corporations--Cumulative Preferred Stock-Effect Of By-Laws

Michigan Law Review

An action was brought by preferred stockholders, during voluntary liquidation of a corporation, for payment of dividends, alleged to be cumulative, which had been passed on account of deficits during the two preceding years. The statutory provision giving the power to issue stock required the articles of incorporation to indicate, when any of the stock was preferred, whether or not the dividends should be cumulative. The articles stipulated that the preferred stock should be entitled to a six per cent dividend out of the net yearly income before any dividend should be paid on the common stock. A by-law, adopted …

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Interested Directors In Corporate Transactions, Daniel James Apr 1931

Interested Directors In Corporate Transactions, Daniel James

Indiana Law Journal

No abstract provided.

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Public Utilities: I. The Quest For A Concept, Thomas P. Hardman Apr 1931

Public Utilities: I. The Quest For A Concept, Thomas P. Hardman

West Virginia Law Review

No abstract provided.

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Adverse Possession-Possession By Church Corporation Apr 1931

Adverse Possession-Possession By Church Corporation

Michigan Law Review

This was an action in ejectment. The defendant, a church corporation, claimed title to the land in question, which adjoined the church, by virtue of adverse possession. Held, that the rule that a corporation can show possession only by proving formal corporate acts is inapplicable to a church organization, members of which constitute the corporation, and that the acts of the members of the church in using this property to park cars on, for social purposes, etc., were, in effect, corporate acts of the church so as to vest title in that organization. Davy v. Trustees of Protestant Episcopal …

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Municipal Corporations-Supplemental Proceedings On Assessment Roll Mar 1931

Municipal Corporations-Supplemental Proceedings On Assessment Roll

Indiana Law Journal

No abstract provided.

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Corporations-Subsidiary's Evasion Of Income Tax Law By Contract With Parent Company-Income Attributable To Business Transacted Within The State Mar 1931

Corporations-Subsidiary's Evasion Of Income Tax Law By Contract With Parent Company-Income Attributable To Business Transacted Within The State

Michigan Law Review

The Palmolive company sought to reduce to a minimum the amount of its income taxable in Wisconsin. Three companies were formed which, for convenience' sake, will be designated as: parent company, a Delaware corporation; plaintiff company, a Delaware corporation; and Wisconsin company, a Wisconsin corporation. The parent company acquired all the capital stock of the Wisconsin company, and then acquired all its assets outside the state of Wisconsin, surrendering therefor part of the stock of the Wisconsin company so acquired. The balance of the capital stock of the Wisconsin company the parent company transferred to plaintiff company in exchange for …

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Corporations-Tax Upon Extension Or Renewal Of Corporate Term Mar 1931

Corporations-Tax Upon Extension Or Renewal Of Corporate Term

Michigan Law Review

Plaintiff, its period of corporate existence expiring in May, 1929, proceeded to extend its life, as provided by law, for another 30 years. The general corporation statute required a corporation, upon filing its annual report, to pay a privilege fee for exercising its franchises. It provided, however, that if the corporation was organized in the instant year between January 1 and August 31, it need pay only a filing fee and a privilege fee of ten dollars. By amendment in 1929, it was declared that a corporation seeking extension of corporate existence "should be regarded as a new corporation for …

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Torts-Negligent Misrepresentation-Duty Arising From Contract To Persons Not Parties Mar 1931

Torts-Negligent Misrepresentation-Duty Arising From Contract To Persons Not Parties

Michigan Law Review

The defendants, accountants, examined the books of the Stern Co., knowing that their balance sheet and 32 certified copies would be exhibited as a basis for future credit, but not knowing of the plaintiff particularly. Through negligence they failed to discover and report insolvency. Relying upon the report showing a solvent concern plaintiff extended credit to the Stem Co. He sued for his loss in two counts, negligence and fraud. Held, defendants had no duty to plaintiff to exercise due care, so he can not recover for negligence in the examination. But defendants might be liable for fraud as …

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