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Articles 9871 - 9900 of 10775
Full-Text Articles in Law
Stock Options For Directors In Small Corporations, Robert H. Moore Jr.
Stock Options For Directors In Small Corporations, Robert H. Moore Jr.
Cleveland State Law Review
The treatment stock options have received since the enactment of Section 421 of the 1954 Code has come under much criticism. Section 421 of the Code authorizes the so-called "restricted"stock options. It is not the purpose of this paper, however, to enter the controversy about restricted stock options but to consider the so-called "non-restricted" and to suggest revisions in the law that appear merited with respect to them.
Corporate Employee Tax Status For The Professional Man, Carmen A. Stavole
Corporate Employee Tax Status For The Professional Man, Carmen A. Stavole
Cleveland State Law Review
Professional associations (i.e., corporations) have been specifically authorized by several state legislatures recently, contrary to the old rule that practice of a learned profession by a corporation is forbidden. Among these states are Connecticut, Illinois, Ohio, Oklahoma, Pennsylvania and Wisconsin. The purpose is to make available to professional men the tax advantages of corporate employee status.
Municipal Corporations-Liability In Tort-Prospective Judicial Abrogation Of The Sovereign Immunity Concept, Donald E. Vacin
Municipal Corporations-Liability In Tort-Prospective Judicial Abrogation Of The Sovereign Immunity Concept, Donald E. Vacin
Michigan Law Review
Plaintiff's decedent was killed by a fall down the elevator shaft of a building owned and maintained by the City of Detroit. Plaintiff alleged that defendant city negligently failed to protect and enclose the shaft, in violation of its own ordinances, and that such failure was the proximate cause of her husband's death. The city moved to dismiss, claiming that it was engaged in a governmental function and therefore was immune from tort liability. On appeal from an order dismissing the complaint, held, affirmed by an evenly divided court. However, a majority of the court prospectively overruled the judicial …
Authority Of The President Over Corporate Litigation: A Study In Inherent Agency, The , Roger J. Goebel
Authority Of The President Over Corporate Litigation: A Study In Inherent Agency, The , Roger J. Goebel
Faculty Scholarship
It is a traditional rule of corporate law that the board of directors exercises plenary power over corporate management. In fact, however, the twentieth century has witnessed a decided shift of the functional center of authority to the corporate officers. Although a basic residuum of authority remains in the board of directors, the officers, especially the president, in the majority of corporations exercise the day-to-day control of corporate affairs; In practice the modern corporation is occasionally directed by a general manager, but more often by the president (or perhaps, to use a mode currently in vogue for large public- issue …
A Critique Of The Business-Purpose Doctrine, Robert S. Summers
A Critique Of The Business-Purpose Doctrine, Robert S. Summers
Cornell Law Faculty Publications
The aims of this article are: (1) to define the nature and significance of the business-purpose doctrine as applied in the field of Federal income taxation; (2) to summarize several considerations that support abandonment of the doctrine; and (3) to consider whether a substitute doctrine is needed. Several recent cases indicate that the influence of the business-purpose doctrine is declining, and in the recent case of Knetsch v. United States the Supreme Court appears to have substituted an alternative doctrine. The dual thesis of the present article is that the business-purpose doctrine ought to be abandoned and that there is …
Taxation- Federal Income Tax-Status Of Stock-For-Stock Exchange Where Boot Is Involved, Roger B. Harris S. Ed
Taxation- Federal Income Tax-Status Of Stock-For-Stock Exchange Where Boot Is Involved, Roger B. Harris S. Ed
Michigan Law Review
Taxpayer was the sole stockholder of International Dairy Supply Company. In 1952, Foremost Dairies, Inc. acquired from taxpayer all his stock in Supply Company in exchange for 82,375 shares of Foremast's common stock and 3,000,000 dollars cash. Taxpayer reported as gain from the transaction only the 3,000,000 dollars "boot" received, less allowable expenses. The Commissioner determined a deficiency of 278,823 dollars, asserting that the nonrecognition provision of the 1939 Code counterpart of section 356 (a) (1) was inapplicable and therefore taxpayer's entire gain realized on the disposition must be recognized. The Tax Court upheld taxpayer's contention that by virtue of …
Corporations—Public Policy Test In Membership Corporation Charter Applications Overruled, Peter D. Cook
Corporations—Public Policy Test In Membership Corporation Charter Applications Overruled, Peter D. Cook
Buffalo Law Review
Assoc. for the Preservation of Freedom of Choice, Inc. v. Shapiro, 9 N.Y.2d 376, 214 N.Y.S.2d 388 (1961).
Corporations—Statutory Revisions Incorporated By Reference In Charter, Buffalo Law Review Board
Corporations—Statutory Revisions Incorporated By Reference In Charter, Buffalo Law Review Board
Buffalo Law Review
Fruhling v. Amalgamated Housing Corp., 9 N.Y.2d 541, 215 N.Y.S.2d 493 (1961).
Corporations—Corporation Bound By Collective Bargaining Agreement Of Its Predecessor Partnership, Donald P. Simet
Corporations—Corporation Bound By Collective Bargaining Agreement Of Its Predecessor Partnership, Donald P. Simet
Buffalo Law Review
Reif v. Williams Sportswear, Inc., 9 N.Y.2d 387, 214 N.Y.S.2d 395 (1961).
Agency—Agent Liable For Unauthorized Representations Though Principal Not Liable By Virtue Of Disclaimer Clause, Roger A. Olson
Agency—Agent Liable For Unauthorized Representations Though Principal Not Liable By Virtue Of Disclaimer Clause, Roger A. Olson
Buffalo Law Review
Wittenberg v. Robinou, 9 N.Y.2d 261, 213 N.Y.S.2d 430 (1961).
Corporations—Election Not In Accord With Corporate By-Laws Held Void, Buffalo Law Review Board
Corporations—Election Not In Accord With Corporate By-Laws Held Void, Buffalo Law Review Board
Buffalo Law Review
Sousa v. New York State Knights of Columbus, 10 N.Y.2d 68, 217 N.Y.S.2d 58 (1961).
Corporations—"Continuing Wrong" Theory Adopted In Action For Inadequate Freight Rates, Donald G. Mcgrath
Corporations—"Continuing Wrong" Theory Adopted In Action For Inadequate Freight Rates, Donald G. Mcgrath
Buffalo Law Review
Ripley v. International Railways of Central America, 8 N.Y.2d 430, 209 N.Y.S.2d 289 (1960).
"A Roadmap Of Subchapter S"..., Robert S. Bersch
"A Roadmap Of Subchapter S"..., Robert S. Bersch
William & Mary Law Review
No abstract provided.
Corporations, J. Gordon Gose
Corporations, J. Gordon Gose
Washington Law Review
Covers recent laws on fiduciary security transfers and oln shareholders' consent in lieu of meeting.
American Bar Foundation: Model Business Corporation Act Annotated, Norman D. Lattin
American Bar Foundation: Model Business Corporation Act Annotated, Norman D. Lattin
Michigan Law Review
A Review of Model Business Corporation Act Annotated. American Bar Foundation.
Tingle: The Stockholder's Remedy Of Corporate Dissolution, Hugh L. Sowards
Tingle: The Stockholder's Remedy Of Corporate Dissolution, Hugh L. Sowards
Michigan Law Review
A Review of The Stockholder's Remedy of Corporate Dissolution. By James O'Malley Tingle
Taxation-Federal Income Tax-Corporation Held Not Collapsible Where View To Sell Arose After Construction Completed, Amalya L. Kearse
Taxation-Federal Income Tax-Corporation Held Not Collapsible Where View To Sell Arose After Construction Completed, Amalya L. Kearse
Michigan Law Review
Petitioners had formed a corporation for the purpose of building and operating a housing project. After the construction was completed and most of the apartments rented, small cracks were discovered in the buildings. Without soliciting engineering or other technical opinion, petitioners sold their stock in the corporation. The Tax Court upheld respondent-commissioner's taxing the profit from the sale of stock as ordinary income rather than capital gain, on the theory that the corporation was "collapsible" under section 117 (m) of the Internal Revenue Code of 1939. On appeal, held, reversed. Since the view to the sale of stock did …
Damages--Corporations--Corporate Liability For Exemplary Damages, Nick George Zegrea
Damages--Corporations--Corporate Liability For Exemplary Damages, Nick George Zegrea
West Virginia Law Review
No abstract provided.
Corporations - Directors - Validity Of By-Law Permitting Removal Of Directors Without Cause, Timothy F. Scanlon
Corporations - Directors - Validity Of By-Law Permitting Removal Of Directors Without Cause, Timothy F. Scanlon
Michigan Law Review
A by-law of defendant, a Delaware corporation, permitted removal of a director with or without cause by a majority vote of the stockholders. The certificate of incorporation provided for a staggered board system which divided the board of directors into three groups, the term of one group expiring at each annual meeting. At a special stockholders' meeting three directors were removed without cause. Plaintiff, majority stockholder of the corporation, instituted an action to determine the validity of the removal. Held, the three directors were improperly removed since the by-law which allowed removal without cause was inconsistent with the certificate …
Corporations - Stockholders' Suit - State Security For Expenses Statute Is Inapplicable In Stockholders' Derivative Suit In Federal Court For Violation Of Securities Exchange Act Provision And Regulation Thereunder, John B. Lieberman Iii
Villanova Law Review (1956 - )
No abstract provided.
Corporations - Securities Regulation - Violation Of Proxy Regulations Gives Private Right Of Action But Federal Courts Are Limited Regarding Remedy, Thomas A. Hogan
Corporations - Securities Regulation - Violation Of Proxy Regulations Gives Private Right Of Action But Federal Courts Are Limited Regarding Remedy, Thomas A. Hogan
Villanova Law Review (1956 - )
No abstract provided.
Arrangements Which Protect Minority Shareholders Against Squeeze-Outs, F. Hodge O'Neal
Arrangements Which Protect Minority Shareholders Against Squeeze-Outs, F. Hodge O'Neal
Faculty Scholarship
No abstract provided.
Book Review, William K. Gardner
Book Review, William K. Gardner
Cleveland State Law Review
Reviewing Reed Rowley, Rowley on Partnership, 2d Ed., Bobbs-Merrill Co., 2 vol., 1960
Book Review. The Corporation In Modern Society. Edited By Edward S. Mason, Thomas Ehrlich
Book Review. The Corporation In Modern Society. Edited By Edward S. Mason, Thomas Ehrlich
Articles by Maurer Faculty
No abstract provided.
Stein & Nicholson: American Enterprise In The European Common Market: A Legal Profile. Vol. Ii, Sigmund Timberg
Stein & Nicholson: American Enterprise In The European Common Market: A Legal Profile. Vol. Ii, Sigmund Timberg
Michigan Law Review
A Review of American Enterprise in the European Common Market: A Legal Profile. Vol. II. Volume Two. Edited by Eric Stein and Thomas L. Nicholson.
The Close Corporation Under Kentucky Law, Willburt D. Ham
The Close Corporation Under Kentucky Law, Willburt D. Ham
Kentucky Law Journal
No abstract provided.
Notes: Director’S Statutory Action In New York, Sidney Kwestel
Notes: Director’S Statutory Action In New York, Sidney Kwestel
Scholarly Works
No abstract provided.
Forming A Subsidiary In The European Common Market, Alfred F. Conard
Forming A Subsidiary In The European Common Market, Alfred F. Conard
Michigan Law Review
The appearance of a new market which is open to free enterprise and contains almost as many customers as the United States has opened immense opportunities to American enterprises, with their unique experience in mass production and mass marketing. General counsel for large American enterprises are confronted with a new need for some understanding of the problems of organizing subsidiary companies in this new market. The present article is written to supply an introduction to the legal factors which bear on solutions of these problems.
Buy-Sell Agreements In Close Corporations: A Summary For The New York Lawyer, George M. Zimmerman
Buy-Sell Agreements In Close Corporations: A Summary For The New York Lawyer, George M. Zimmerman
Buffalo Law Review
No abstract provided.
Corporations—Suits By Individual Creditors Under Section 59 Of Stock Corporation Law, Buffalo Law Review
Corporations—Suits By Individual Creditors Under Section 59 Of Stock Corporation Law, Buffalo Law Review
Buffalo Law Review
American Broadcasting-Paramount Theaters v. Frye, 8 N.Y.2d 232, 203 N.YS..2d 850 (1960).