Law Commons^™

Attorney-Client Privilege And Corporations, Richard C. Klein

Cleveland State Law Review

On August 3, 1962 a memorandum decision was handed down in an antitrust proceeding which startled practicing attorneys and text writers alike. It held specifically that the "attorney-client privilege" did not apply to the corporate client.' What had been accepted as law for over one hundred and twenty-five years was curtly cast aside by Chief Judge William J. Campbell.

One-Man Corporate Entity In Torts, James A. Thomas

Cleveland State Law Review

This article is confined to a summary of the liability of a sole shareowner for the torts of his employees or of himself in the execution of the corporate business.

Corporations-Officers And Directors-Liability For Representative Acts Under The Sherman Act, Leon E. Irish

Michigan Law Review

An indictment brought under section 1 of the Sherman Act charged appellee and the corporation that employed him with conspiracy to eliminate price competition in the greater Kansas City milk market. Appellee was charged solely, in his capacity as officer, director or agent of the corporation. The district court dismissed the indictment on the ground that natural persons are indictable under section 1 of the Sherman Act only for acts done on their own account. On direct appeal to the Supreme Court, held, reversed and remanded. A corporate officer is liable under section 1 of the Sherman Act whether …

Usury Laws And The Corporate Exception, Laurence M. Katz

Maryland Law Review

No abstract provided.

Federal Civil Procedure-Discovery-Availability Of Attorney-Client Privilege To Corporations, Stephen M. Wittenberg

Michigan Law Review

During the pre-trial stage of a civil antitrust suit, plaintiff sought inspection of certain documents in the files of the corporate defendants' outside counsel. The defendant contended that these documents were protected from discovery by the attorney-client privilege. Upon motion for inspection, held, granted. The attorney-client privilege is not available to any of the corporate parties in this action. Radiant Burners, Inc. v. American Gas Ass'n, 207 F. Supp. 771, aff'd on rehearing, 209 F. Supp. 321 (N.D. Ill. 1962).

Choosing The Share Structure Of A Washington Business Corporation, Douglas Shaw Palmer

Washington Law Review

The principals in a business corporation can make part of their investment in the corporation in the form of loans, and they can defer decision on this until after incorporation. They must, however, make some part of their investment in the form of an ownership or share interest, and they must provide for this in their articles of incorporation. For Washington corporations the choice of these provisions is needlessly complicated by the existing Business Corporation Act. And no improvement is in sight under the American Bar Association- American Law Institute Model Business Corporation Act (hereinafter, "Model Act") which is being …

Insider Securities Dealings During Corporate Crises, Victor Brudney

Michigan Law Review

The problem of assuring the fidelity of corporate insiders to the public investors in their enterprises figured prominently in legal literature and law reform proposals twenty-five or thirty years ago. In recent years, that question has attracted relatively less attention-in part because of the appearance or recognition of more significant problems in the relationship of publicly-held corporate enterprise to the national well-being, but in part also because of the development by courts, legislatures and administrative agencies-and to some extent by the insiders' community itself-of more exacting standards of loyalty. Recognition of broader obligations to their corporations and to public investors …

Corporation Lawyer: Saint Or Sinner?, By Harold Levy, Paul Carrington

Indiana Law Journal

No abstract provided.

Prorata Recovery By Shareholders On Corporate'cauises Of Action As A Means Of Achieving Corporate Justice, Edward J. Grenier, Jr.

Washington and Lee Law Review

No abstract provided.

Director's Right To Inspect Corporate Records

Washington and Lee Law Review

No abstract provided.

Taxation-Federal Income Tax-Worthless Debt Of Corporation Deductible Only As A Nonbusiness Bad Debt By Creditor-Partnership, Larry W. Waggoner

Michigan Law Review

A partnership formed for the purpose of holding and renting real estate and "such other business and enterprises" as might be agreed upon by the partners loaned 120,000 dollars to a corporation which manufactured liquid hair spray for women. This was the only loan the partnership had made. The controlling shareholder in the debtor-corporation was another corporation of which every shareholder was either a parent or grandparent of the partners. The debtor-corporation was to repay the loan in monthly installments of 3,000 dollars plus interest at the rate of twelve percent on the unpaid balance. When the debt became worthless, …

Business Associations -- 1961 Tennessee Survey (Ii), Kenneth L. Roberts

Vanderbilt Law Review

I. REVOCATION OF CHARTER OF GENERAL WELFARE CORPORATION

In the much-publicized case of Highlander Folk School v. State ex rel.Sloan, the supreme court upheld the revocation of the charter and dissolution of a general welfare corporation.

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II. Foreign Corporation--"Doing Business" Service of Process

The cases of Tucker v. International Salt Co.," decided by the Tennessee Supreme Court, and Shuler v. Wood,' decided by Judge Taylor of the Federal District Court for the Eastern District of Tennessee, dealt with interesting and diverse questions of "doing business" by foreign corporations as relating to service of process. These cases are fully discussed …

Taxation-Federal Income Tax-Liquidation Distributions Entitled To Both Capital Gains Treatment And Foreign Tax Credit, Lloyd C. Fell

Michigan Law Review

Plaintiff, Associated, is an American corporation whose wholly-owned subsidiary, Automatic, owned all the stock of Filcrest, a Canadian corporation. In 1954 all the assets of Filcrest were distributed to Automatic pursuant to a plan of complete liquidation, accomplished in accordance with Canadian law. In its 1954 consolidated return, plaintiff treated the gain realized on the Filcrest liquidation as a capital gain, and also claimed a foreign tax credit for any Canadian income, war or excess profits taxes which Filcrest had paid over the years to Canada on that part of the liquidation distribution which represented Filcrest's accumulated earnings and profits. …

The Philosophies Of The New York Business Corporation Law Of 1961, Harry G. Henn

Buffalo Law Review

No abstract provided.

Some General Observations On The New Business Corporation Law Of New York, E. R. Latty

Buffalo Law Review

No abstract provided.

New York Business Corporation Law: Article 5—Corporate Finance, Miguel A. De Capriles

Buffalo Law Review

No abstract provided.

Close Corporations And The New York Business Corporation Law Of 1961, Robert S. Stevens

Buffalo Law Review

No abstract provided.

Cumulative Voting And Classified Directorates, Aaron David Trub

West Virginia Law Review

No abstract provided.

Introduction To Symposium On New York Business Corporation Law (Laws 1961, Ch. 855 As Amended 1962), Robert S. Lesher

Buffalo Law Review

No abstract provided.

The Status Of Shareholders And Directors Under New York's Business Corporation Law: A Comparative View, Samuel Hoffman

Buffalo Law Review

No abstract provided.

Particular Problems Under The New York Business Corporation Law, Marvin T. Dubin, Waldron S. Hayes Jr., Anthony J. Polito, Jerome D. Remson, Sanford Rosenblum, William D. Schulz

Buffalo Law Review

No abstract provided.

Taxation-Federal Income Taxation-Examination Of Certain Problems Under Section 335, Roger B. Harris S.Ed.

Michigan Law Review

Stock and securities of controlled corporations may be distributed to shareholders, tax free, in cases of corporate separations which qualify under section 355 of the Internal Revenue Code of 1954. A corporate separation is effected by the transfer of part of a corporation's assets to a subsidiary, the stock of which is distributed to the parent's stockholders. Such distributions are generally classified into three categories: spin-off, split-off, and split-up. A spin-off occurs when corporation A forms corporation B to which A transfers certain assets, receiving in exchange, the stock of corporation B. A then distributes the stock of …

Partnership Liability And Parental Immunity

Washington and Lee Law Review

No abstract provided.

§304 Of The Internal Revenue Code Of 1954: Redemptions By Related Corporations, Thomas D. Terry

William & Mary Law Review

No abstract provided.

Collapsible Corporations: A Question Of Intent, Douglas W. Conner

William & Mary Law Review

No abstract provided.

Book Review Of Personal Liabilities Of Corporate Officers And Directors, Neil W. Schilke

William & Mary Law Review

No abstract provided.

Corporations--Stock Granting Only Limited Power To Vote For Directors Valid Under Constitutional Amendment, John Everett Busch

West Virginia Law Review

No abstract provided.

Pension And Profit Sharing Plans: Coverage And Operation For Closely Held Corporations And Professional Associations, Arlen Specter

Villanova Law Review (1956 - )

No abstract provided.

Corporations - Sale Of Voting Majority Of Stock Coupled With Promise Of Seriatim Resignation Of A Majority Of Directors Not Invalid As A Matter Of Law, Frank Cross

Villanova Law Review (1956 - )

No abstract provided.

Taxation - Valuation Of Securities In A Close Corporation For Federal Estate Tax Purposes, Edwin W. Scott

Villanova Law Review (1956 - )

No abstract provided.