Law Commons^™

Abstracts Of Recent Cases, Richard Marion Alker

West Virginia Law Review

No abstract provided.

Corporations - Proxy Regulations - Federal Courts Can Grant Complete Relief In Shareholder's Suit For Violation Of Section 14(A) Of Securities Exchange Act Of 1934, Jack J. Bernstein

Villanova Law Review (1956 - )

No abstract provided.

Limitations On Political Activities Of Corporations, Vincent P. Haley

Villanova Law Review (1956 - )

No abstract provided.

Corporations - Stock Restriction - Agreement Among Members Of Close Family Corporation To Restrict Sale Of Stock Is Not Void Merely Because Of Divergence Between Option Price And Actual Value Of Stock, Michael A. Macchiaroli

Villanova Law Review (1956 - )

No abstract provided.

Corporations - Contract Between Corporation And Its Controlled Affiliate To Allocate More Than Proportionate Share Of Tax Saving To Dominant Corporation Violates Its Fiduciary Duty To Minority Shareholders Of Affiliate, Conrad J. Desantis

Villanova Law Review (1956 - )

No abstract provided.

Non-Profit Associations As Legal Entities, Howard L. Oleck

Cleveland State Law Review

The truth is that some influential non-profit associations long have vigorously fought attempts to give clear legal form and substance to unincorporated associations. They like "having it both ways." It is very convenient to be able to be sometimes a legal entity and sometimes not, sometimes a partnership and sometimes not-very convenient for the association (or its managers), not so convenient for creditors, regulatory agencies, injured members, or others affected by the will-o-the-wisp nature of the association.

Defamation Of Corporations, Louis J. Bloomfield

Cleveland State Law Review

Since the sixteenth century courts of law have held that an individual may bring an action for damages for libel or slander. When corporations came into their own, occasions arose where the question of a corporation's right to bring suit for libel or slander had to be decided. The first cases centered discussion on whether a corporation could sue on the basis of similarity to a natural person (an individual) or to an artificial person (an entity). While courts long have made a distinction between the artificial and the natural person, the law has been established that, like an individual, …

Tax Exempt Organizations, Edward A. Lebit

Cleveland State Law Review

Although tax exempt organizations are creatures of the state ,it is under the federal law that they seek exemption from tax. Many unqualified organizations have sought and received this exemption. Many abuses and schemes have arisen, in which even qualified organizations have been made parties. The big question is whether the exemption laws are not clear enough or whether they have been lackadaisically enforced. It is this writer's opinion that the law is adequate, and that strict enforcement of the law is all that is necessary to clear up the tax abuses by non-profit organizations which have taken place since …

Developments In The Regulation Of The Close Corporation, F. Hodge O'Neal

Faculty Scholarship

No abstract provided.

The Small Corporation And The Proposed Arkansas Corporation Code, F. Hodge O'Neal

Faculty Scholarship

No abstract provided.

Parliamentary Procedure For Non-Profit Organizations, John Waldeck

Cleveland State Law Review

To bring the conduct of meetings of organizations under reliable law, there are three possible solutions. First, to reform existing parliamentary procedure in order to make it correspond with the law. This is not practical. Second, to return to the legal origins of parliamentary law. The legal origins are obscure, the case law meager and the common parliamentary law too indefinite to encourage such an effort. Third, to adopt new, modern, simple rules of procedure, based on law, both case and code. This approach is both realistic and practical and can include the experience of reform experiments and legal origins. …

Constitutional Law-Self-Incrimination- Denial Of Privilege To General Partner Holding Subpoenaed Books And Records Of Limited Partnership, Roger L. Mcmanus

Michigan Law Review

A special agent of the Internal Revenue Service sought enumerated books and records of four New York limited partnerships in connection with petitioner's tax liability for prior years. A subpoena duces tecum was issued directing petitioner to produce the records, which were in his possession as general partner. Petitioner, his son, and his son-in-law were the general partners of each limited partnership involved, with limited partners ranging from twenty-five to 119 in number and capitalization from 225,000 dollars to 2,740,000 dollars. The partnerships, together with a management company, were housed in a single office with a staff of one secretary. …

Suggestions For Modernizing The Kentucky General Corporation Law To Meet The Needs Of Close Corporations, Willburt D. Ham

Kentucky Law Journal

No abstract provided.

Drafting An Effective Buy-Sell Agreement With Emphasis On Estate Tax Valuation Of Close Corporate Stock, Sidney Clay Kinkead Jr.

Kentucky Law Journal

No abstract provided.

Income Taxation--Contribution To Employees' Savings Trust, Charles Ellsworth Heilman

West Virginia Law Review

No abstract provided.

Abstracts Of Recent Cases, Boyd Lee Warner Ii

West Virginia Law Review

No abstract provided.

Economic Aspiration And Method, Jesse W. Markham

Vanderbilt Law Review

The topic I have chosen concerns the changing nature of organized economic enterprise, especially its social and legal environment. By organized economic enterprise I shall mean any economic entity in which decision-making is essentially composite rather than individual, of which business corporations and labor unions are the most obvious and, in terms of impact on the total economy, the most important. But by the criterion employed--decisions are essentially composite rather than individual--the average household consisting of at least one wife and husband surely falls within its ambit. Nor do I mean to imply that organized economic enterprise can be assessed …

Right Of A Surviving Partner To Purchase A Deceased Partner's Interest Under The Uniform Partnership Act, Charles R. Frederickson

Michigan Law Review

This discussion is intended to demonstrate that, under the act, the likelihood of fraud should no longer be so controlling a factor as to require invariably a liquidation sale of partnership assets when a court of equity has within its supervisory powers the ability to protect fully all of the parties involved when a partnership is dissolved by death.

Why The Commercial Code Should Be 'Uniform', William A. Schnader

Washington and Lee Law Review

No abstract provided.

Municipal Corporations--Insurance And Immunity, Thomas Edward Mchugh

West Virginia Law Review

No abstract provided.

Joint Ventures In Japan, Carl J. Bradshaw

Washington Law Review

In most aspects of establishment and operation, joint venture corporations do not differ from any other corporate enterprise. A joint venture operating in a foreign country encounters daily problems of negotiable instruments law, property law and insurance law, to name but a few, in the same way that every corporation in that country does. Thus, it may seem presumptuous to write about joint ventures in a particular country unless one is willing and able to produce a comprehensive survey of that country's legal system. There are several areas of the foreign law, however, which are primary, in terms both of …

Anti Trust - Personal Liability Of Corporate Officers Participating In Sherman Act Violations, Paul Auster

William & Mary Law Review

No abstract provided.

Book Review Of Corporations And Corporate Distributions, Rexford R. Cherryman

William & Mary Law Review

No abstract provided.

Taxation-Federal Income Taxation-The Three-Party Sale And Lease-Back, Lawrence R. Velvel S.Ed.

Michigan Law Review

The so-called sale and lease-back device has long been the subject of judicial and governmental scrutiny. The Internal Revenue Service has recently decided to begin a more active campaign of enforcement against a certain three-party variation of the sale and lease-back device. The structure of this variation can be best understood by considering the following hypothetical situation.

Changing A Partnership Into A Corporation, Daniel J. Gifford

Vanderbilt Law Review

The present essay will deal only with those businesses which possess unlimited growth potential in respect of the amount of assets which they can profitably employ in the production of income. If such businesses grow sufficiently, they will probably ultimately reach the stage of publicly held corporations. The reasons for this will vary, although it would seem that once the growth process has picked up momentum, the business may require capital at a rate faster than earnings can be accumulated or funds can be obtained from lenders.

Book Reviews, Estes Kefauver, Stanley D. Rose, W. Edward Sell, Harold G. Wren, Robert N. Covington

Vanderbilt Law Review

Congress and the Court By Walter F. Murphy. Chicago: The University of Chicago Press, 1962. Pp. xi, 308. $6.95. (judicial power)

reviewer: Senator Estes Kefauver

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Interstate Apportionment of Business Income for State Income Tax Purposes By Charles E. Ratliff, Jr. Chapel Hill: The University of North Carolina Press, 1962. Pp. xi, 132. $4.00. (tax law)

reviewer: Stanley D. Rose

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Expulsion or Oppression of Business Associates By F. Hodge O'Neal and Jordan Derwin. Durham, N.C.: Duke University Press,1961. Pp. vii, 263. $10.00. (business organizations)

reviewer: W. EDWARD SELL

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The Ideologies of Taxation By Louis Eisenstein. New York: The …

The Small Business Investment Company: An Attempt To Fill The Equity Gap, C. Dale Mcclain

Villanova Law Review (1956 - )

No abstract provided.

Subordination Of Stockholder Loans On The Ground Of Corporate Undercapitalization - Obre V. Alban Tractor Company, Robert W. Baker

Maryland Law Review

No abstract provided.

Unfair Competition In Use Of Corporate Names, John P. Diamond

Cleveland State Law Review

It is well settled that the law will give equitable protection to the prior appropriator of a corporate name against a subsequent unauthorized use by a junior corporation. In most states statutory recognition is given to the property right which a corporation acquires in its own name, usually in the form of a prohibition against another corporation choosing a name the same as or deceptively similar to that of the prior incorporator. Although it has been suggested by one author that the courts should give broader effect to the statutes, nevertheless the great majority of the cases are decided under …

Liability Of Parent Corporation For Tort Of Subsidiary, Richard H. Burgess

Cleveland State Law Review

Much has been written about liability of parent corporations for acts of their subsidiaries, but much of the material principally concludes that there is no clear law on the subject. The present article is an attempt to illustrate several of the more recent cases defining various lower common denominators useful in analysing corporate entity problems related to parent and subsidiary corporations.