Law Commons^™

Revival Of Corporation Terminates Agent's Liability On Post Forfeiture Contract - Marsh Furniture Company V. Solomon, Stephen M. Ehudin

Maryland Law Review

No abstract provided.

Book Review, Robert L. Lewis

Cleveland State Law Review

Reviewing Howard L. Oleck, Modern Corporation Law, Vol. 2, Management of the Corporation, Bobbs-Merrill Co., Inc., 1959

Shareholder Proxy Fight Expenses, Lawrence D. Stifel

Cleveland State Law Review

Participation in the selection of directors of publicly held corporations requires expression through a proxy statement and involves costs of solicitation. Case decisions have firmly established management's right to use the corporate treasury for the proxy costs of a statement of its slate of candidates for directors, the rationale being that management and incumbent directors have a positive duty to inform the shareholders and to encourage voting. Dissident shareholder groups, on the other hand, have normally been required to bear their own proxy expenses. Recent case law has permitted successful insurgent stockholders to gain reimbursement of their proxy expenses from …

Fractional Corporate Shares, W. Lewis Roberts

Kentucky Law Journal

No abstract provided.

Business Associations—1959 Tennessee Survey, F. Hodge O'Neal

Faculty Scholarship

No abstract provided.

Book Review, Melvin M. Roberts

Cleveland State Law Review

Reviewing Howard L. Oleck, Modern Corporation Law, Vol. 1, Bobbs-Merrill Publishing Company, Inc., 1958

Corporations - Compensation Of Management - Bonus Plan, Sidney Buchanan

Michigan Law Review

Defendant corporation's board of directors adopted a profit-sharing retirement plan which was never ratified by the shareholders. The plan assigned to key employees "units" having a fixed dollar value equal to the current market value of the corporation's common stock. The company promised to pay each unit holder, upon termination of employment, a sum equal to the number of units held times the increase in market value of the stock from the time the units were issued to the date employment terminated or any date within five years thereafter selected by the employee. The right of each unit-holder to receive …

Municipal Corporations - Zoning - Disqualification Of Councilman For Personal Interest, Joel N. Simon

Michigan Law Review

An amendatory zoning ordinance was enacted by the city council of Miami Beach for the purpose of changing the zoning of an extensive area fronting on the Atlantic Ocean from a private residential to a hotel district. The amendment received the required affirmative votes of five of the seven members of the council, including the vote of one councilman who owned land in the area affected by the amendment which would be increased in value by $500,000 because of the zoning change. Plaintiffs, owners of near-by property, filed suit in the circuit court to have the amendatory ordinance declared invalid …

Remuneration Of Officers And Directors Of Listed California, Florida, Ohio, And Virginia Corporations, M. Minnette Massey, Frank D. Emerson

Articles

No abstract provided.

The Constructive Receipt Of Dividends: Part Iii, William Charles Brafford

Kentucky Law Journal

No abstract provided.

New Books And Recent Scholarship, F. Hodge O'Neal, Jordan Derwin, C. Edwin Chapman Jr.

Faculty Scholarship

No abstract provided.

A Seminar In Close Corporations, F. Hodge O'Neal

Journal of Legal Education

No abstract provided.

Book Reviews, William J. Curran, Edward R. Hayes (Reviewer)

Vanderbilt Law Review

Forensic Medicine By Douglas J. A. Kerr New York: MacMillan Co.,1957. Pp. v, 363. $6.50.

Practical Forensic Medicine By Francis E. Camps & W. B. Purchase New York: MacMillan Co., Pp. vii, 541. $13.50.

reviewer: William J. Curran

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Close Corporations: Law and Practice By F. Hodge O'Neal. Chicago: Callaghan & Co. 2v. Pp xx, 369; vii, 437. $30.00.

reviewer: Edward R. Hayes

Corporations - Derivative Suits - Stockholder Demand As Condition Precedent, W. Stanley Walch S.Ed.

Michigan Law Review

A derivative suit alleging directors' fraud was brought by a minority shareholder, but there was no allegation of a demand for relief having been made on the corporation's stockholders prior to bringing the suit. The plaintiff did allege, however, that it was useless and impossible for him to make demand on the stockholders because the complaint charged directors' fraud which was a void act beyond the power of the stockholders to ratify, and secondly because it would be highly unreasonable to require plaintiff to make a demand for relief on more than 100,000 stockholders of the corporation. Delaware Chancery Rule …

Corporations—Stockholders' Derivative Actions, Buffalo Law Review

Buffalo Law Review

Tropper v. Bysshe, 4 N.Y.2d 397, 175 N.Y.S.2d 811 (1958).

Corporations—Stockholders’ Consent For Sale Of Realty, Buffalo Law Review

Buffalo Law Review

Eisen v. Post, 3 N.Y.2d 518, 169 N.Y.S.2d 15 (1957).

Corporations—Authority Of President To Commence Arbitration, Buffalo Law Review

Buffalo Law Review

Paloma Frocks, Inc. v. Shamokin Sportswear Corp, 3 N.Y.2d 572, 170 N.Y.S.2d 509 (1958)..

Agency—Vicarious Liability—Accident Outside State, Buffalo Law Review

Buffalo Law Review

Selles v. Smith, 4 N.Y.2d 412, 176 N.Y.S.2d 267 (1958).

Agency—Agent's Inuring Immunities, Buffalo Law Review

Buffalo Law Review

Berger v. 34th St. Garage, Inc., 3 N.Y.2d 701, 171 N.Y.S.2d 824 (1958).

Agency—Vicarious Liability—Imputed Negligence, Buffalo Law Review

Buffalo Law Review

Sims v. Bergamo, 3 N.Y.2d 531, 169 N.Y.S.2d 449 (1957).

Corporations—Membership Corporations—Requirement For Membership Approval, Buffalo Law Review

Buffalo Law Review

In re Trapasso Oldsmobile, Inc., 4 N.Y.2d 133, 173 N.Y.S.2d 10 (1958).

Corporations—Consent Of Political Party Chairman To Formation Of The New Political Membership Corporation, Buffalo Law Review

Buffalo Law Review

In re Roosevelt, 4 N.Y.2d 19, 171 N.Y.S.2d 841 (1958).

Corporations—Religious Corporations—Election Of Rector, Buffalo Law Review

Buffalo Law Review

Rector Church of Holy Trinity v. Melish, 3 N.Y.2d 476, 168 N.Y.S.2d 952 (1957).

Business Associations--1958 Tennessee Survey, F. Hodge O'Neal

Vanderbilt Law Review

Only a handful of cases were decided in Tennessee during the survey period which raised questions in the field of business associations.Some of the issues raised in these cases, however, were of considerable interest and importance. ...

Disregarding Corporate Entity in Close Corporation: The close corporation, just as the public issue corporation, is generally viewed as a "legal entity" having in law an existence separate and apart from its shareholders. This means that rights, duties and other legal relations arising out of an incorporated enterprise, irrespective of whether it is widely held or closely held, are usually adjusted as though …

Corporations, John Hoover

Washington Law Review

Covers cases on the right to repurchase shares.

The Legal Status Of Joint Venture Corporations, Thomas F. Broden, Alfred L. Scanlan

Vanderbilt Law Review

American industry employs many forms of business organizations. The sole proprietorship, the partnership, general and limited, the joint venture, the joint stock company, the corporation, public issue and close, and many others are all familiar and well established in their use. This article deals with the use by American industry of the close corporation to carry on a joint venture. With due deference to purists in legal terminology we have elected to refer to this particular type of corporate entity as the joint venture corporation. In this article we not only look at the use made of the joint venture …

Corporate Criminal Liability, James N. Carlo

Buffalo Law Review

No abstract provided.

Foreign Corporations: The Interrelation Of Jurisdiction And Qualification

Indiana Law Journal

No abstract provided.

Corporations - Dissolution - Equity Power To Dissolve Going Concern For Dissension, Robert P. Luciano S.Ed., Robert M. Vorsanger

Michigan Law Review

The stock in a hotel management corporation was divided equally between two families, each of which had for some years been unable to agree or cooperate with the other in the management of the business. As a result of this dissension, no meeting of stockholders or directors was held for some years, no withdrawals of profits had been possible for six years, and the corporation had been operated at a loss for the year prior to suit. While the concern was not insolvent, such a financial state was allegedly imminent, the business of the corporation was admittedly poorly managed and …

Book Review Of Cases And Materials On The Law Of Business Organization, Robert L. Taylor

Journal of Legal Education

No abstract provided.