Law Commons^™

Corporations - Clayton Act - Service Of Process On Alien Corporations Through Their Local Subsidiaries, George R. Haydon Jr.

Michigan Law Review

Two affiliated German corporations, one of which is the defendant, established a jointly owned subsidiary in New York. Three members of the subsidiary's five-man board of directors are officers or directors of the German parents, while a fourth is a former employee sent to this country to manage the subsidiary. The American company is devoted exclusively to the business of the German parents. It assists in the negotiation of contracts, although it has no power to bind the parents, advises with respect to patents, and makes infrequent sales and purchases. For these services, it receives a flat fee plus a …

Corporations--Effect Of Proposed Stock Voting Amendment, R. G. D.

West Virginia Law Review

No abstract provided.

Taxation--Deferred Compensation Plan For Controlling Stockholder, J. S. T.

West Virginia Law Review

No abstract provided.

Corporations - Stock Transfer - Enforceability Of Restrictions On Right Of Transfer When Not Stated On Certificate, L. Ronald Modlin

Michigan Law Review

A by-Iaw of defendant corporation provided that no stockholder could sell his shares unless he first offered them for sale to the corporation or its directors. The by-law also stated that this restriction should be printed on the stock certificates and would thereupon bind all present or future owners or holders. The corporation never complied with this latter provision. Plaintiff, having knowledge of the by-law restriction, purchased two shares of the corporation's stock, but these shares were not first offered for sale to the corporation or its directors. When the corporation refused to transfer the shares, plaintiff sued to compel …

Recent Decisions, Various Editors

Villanova Law Review (1956 - )

No abstract provided.

Tax Considerations In Real Estate Syndication, Sidney H. Asch

Villanova Law Review (1956 - )

No abstract provided.

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

Journal Articles

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 …

Corporations - Officers And Directors - Indemnification Of Expenses Incurred In Defense Of Contract Of Employment, John P. Williams

Michigan Law Review

Plaintiff, Sorenson, contracted with defendant, Overland Corporation, to become one of its directors, and the contract was approved by Overland's stockholders. After he began to serve as a director, Sorenson was made a party defendant to a stockholder's derivative suit attacking the propriety of his contract of employment with Overland. The derivative suit terminated in favor of Sorenson and he then brought an action for reimbursement of the counsel fees incurred by him in defending the stockholder's action. Plaintiff's action was under a corporate by-law providing that the corporation shall indemnify directors and officers against expenses incurred by them in …

Municipal Corporations - Tort Liability - Liability For Torts Committed By Municipal Employees In Exercise Of Governmental Functions, Ralph E. Boches

Michigan Law Review

Plaintiff sued the Town of Cocoa Beach for damages for the alleged wrongful death of her husband. Plaintiff's husband had died of smoke suffocation after being locked in a jail which was left unattended by the city jailor. The lower court dismissed plaintiff's complaint. On appeal, held, reversed. A person injured by the negligence of a municipal employee acting within the scope of his employment may recover against the municipal corporation. Hargrove v. Town of Cocoa Beach, (Fla. 1957) 96 S. (2d) 130.

The Constructive Receipt Of Dividends By Stockholders Of A Closely Held Corporation, William Charles Brafford

Kentucky Law Journal

No abstract provided.

Corporations--Stock Transfer Restrictions--Devolution At Death, Jesse S. Hogg

Kentucky Law Journal

No abstract provided.

The Constructive Receipt Of Dividends By Stockholders Of A Closely Held Corporation: Part Ii, William Charles Brafford

Kentucky Law Journal

No abstract provided.

Disregarding The Corporate Entity For Income Tax Purposes, Edw. Glenn Sanderfur

Kentucky Law Journal

No abstract provided.

Municipal Corporations--Repayment Of Advances From Proceeds Of Revenue Bonds Not Within Debt Limitations, J. C. W. Jr.

West Virginia Law Review

No abstract provided.

Corporations - Liabilites - Inadequate Capitalization As Ground For Disregarding Corporate Entity, Lewis L. Clum

Michigan Law Review

Defendant Resnick, meeting minimum statutory incorporation requirements, organized a corporation and thereafter persuaded defendants Cowan to join him in operating a used car enterprise under the corporate name. No stock was issued, nor capital paid in, although a checking account was opened for use by the business. Car purchases were financed through loans made or guaranteed by the elder Cowan, who held title until resale. Proceeds from resale transactions were deposited in the checking account, from which defendant Resnick reimbursed Cowan for money advanced. Sales volume averaged from $100,000 to $150,000 monthly. Assured that the elder Cowan was "backing" the …

Corporations - Capital And Stock - Applicability Of Restrictions On Transfer Of Stock To Transfer Caused By Death, Robert P. Luciano

Michigan Law Review

The stock of the Taylor Trunk Company, with the exception of the two shares now in controversy, was divided equally between two brothers, the remaining two shares having been held by a third brother now deceased. A by-law provided: "That no transfer or sale of the stock of the Company can be made without first offering said stock for sale to the remaining stockholders. . . ." The administrator with will annexed and the legatee of the decedent sought in this action to have the two shares of stock owned by decedent at his death transferred on the books of …

Business Associations - Uniform Limited Partnership Act - Activites Making A Limited Partner Liable As A General Partner, Frank D. Jacobs

Michigan Law Review

Marback Motor Co., a limited partnership, was formed in 1951 pursuant to the California Uniform Limited Partnership Act. Defendant limited partner held a chattel mortgage on partnership assets and owned the building in which the business was located. He had authority to co-sign checks of the partnership, but checks could be drawn on the firm's account without his signature and he could not withdraw funds himself. In August 1953, without a prior dissolution of the limited partnership, defendant bought some assets of the firm at a purchase price found to represent the fair market value of the properties. At the …

Corporations - Dissolution - Effect On Federal Criminal Prosecution Against Corporation, Lawrence J. Labrie

Michigan Law Review

Defendant corporation was prosecuted along with its officers .and employees for submitting false statements on FHA insured loans and for conspiracy. After return of indictment the corporation was voluntarily dissolved under Texas law. The corporation's motion to dismiss the indictment on the ground that dissolution abated the prosecution was overruled. On appeal, held, affirmed. Article 1388 of the Texas civil statutes which constitutes the president and directors trustees "to settle the affairs" of a dissolved corporation and to "maintain or defend judicial proceedings," continues the corporation in existence for the purpose of defending federal criminal proceedings. Alamo Fence Company …

Partnerships - Partnership By Estoppel - Proof Of Reliance By Creditor Dealing With Persons In Belief Of Partnership, Allen Dewey

Michigan Law Review

Plaintiff telephone company sued to collect for local and long distance telephone service rendered through telephone number 196W. Defendant Walter R. Lehmann denied liability on the ground that the service was not furnished to him but to his son, Wayne R. Lehmann. The telephone was located in Wayne's business headquarters, a building on defendant's farm, over which hung a sign "W. R. Lehmann & Son-Dairy Cattle." Plaintiff carried the telephone in Wayne's .name for fifteen months, until, at Wayne's request, the listing was changed to W.R. Lehmann & Son. The change was made for the 1953 and 1954 directories, and …

The Legal Status Of The Red Cross, Wesley A. Sturges

Michigan Law Review

Red Cross is a term well known in the world at large; so is the heraldic emblem of the red cross on a white background. Many people in many lands use them to indicate and symbolize a variety of humanitarian purposes, principles and services. When the term is used as a proper name, generally it identifies an organization which is lawfully authorized to carry out those purposes and services under that name. Organizations by that name have been accorded exclusive authority to carry out the given humanitarian programs, exclusive authority to use the words, whether as a proper name or …

Corporations—Alienation Of Corporate Stock—Reasonableness Of Restraint, Edwin Yeager

Buffalo Law Review

Allen v. Biltmore Tissue Corp, 2 N.Y.2d 534, 161 N.Y.S.2d 418 (1957).

Corporations—Power Of Corporate Officers To Institute Litigation, George M. Gibson

Buffalo Law Review

Rothman & Schneider, Inc. v. Beckerman, 2 N.Y.2d 493, 161 N.Y.S.2d 118 (1957).

Corporations—Director Action—Remedy Of Aggrieved Party, Edwin Yeager

Buffalo Law Review

In re William Faehndrich, Inc., 2 N.Y.2d 468, 161 N.Y.S.2d 99 (1957).

Business Associations -- 1957 Tennessee Survey, F. Hodge O'Neal

Vanderbilt Law Review

Very little happened in the field of Business Associations during the survey period. The General Assembly enacted one fairly important set of amendments to the Securities Law, and the Tennessee appellate courts handed down two or three decisions which in a large part merely reiterated principles of corporation law already well-established in this state.

Amendments to the Securities Law Broadening Grounds for Refusing or Revoking Registration of Securities: The Securities Law of 1955 among other things set up a procedure for the registration of securities intended for sale and gave the Commissioner of Insurance and Banking authority to investigate the …

The Statutes Of Nonvoting Stock In West Virginia, P. B. H.

West Virginia Law Review

In a recent decision, the Supreme Court of West Virginia decided that certain statutory provisions of the Code were unconstitutional insofar as they permitted a limitation on the right of a stockholder in any corporation to vote for the directors of such a corporation. The constitutionality of the applicable statutes was discussed in two articles printed in this law review twenty-four years ago, but in light of the decision in State ex rel. Dewey Portland Cement Co. v. O'Brien4 (for the purposes of this note, this case will be designated the Dewey Cement Co. case.), there is valid reason to …

Corporations - Shareholders - Delegation Of Director's Principal Duties Insufficient To Invalidate A Voting Trust, Gerald D. Rapp

Michigan Law Review

The directors of an intermediate unit in a string of holding companies caused the corporation's sole substantial asset, the stock representing control of a subordinate holding company, to be deposited in a voting trust. Most of these directors, serving one-year terms, comprised the majority of the trustees who were to serve for the life of the ten-year trust. This act served to insulate the lower companies from the control of plaintiffs who were majority shareholders of the top holding company. The plaintiffs sought an injunction restraining the use by the trustees of the stock controlled by the trust to effect …

Partnership - Partnership By Estoppel -Application To Tort Actions, Thomas Erickson S.Ed.

Michigan Law Review

Plaintiff-motorist brought action against defendant who, it was alleged, owned a truck which was driven into the rear of the plaintiff's automobile. Defendant had arranged to take title to the truck from his son. The transfer was to be effective three days before the accident but was not in fact completed until after the accident. Defendant also had taken out insurance on the truck and had joined with his son in purchasing it and in taking out an ash-hauling license in which business the truck was used. Other trucks previously used in the business by defendant's son had been carried …

Corportations - Cumulative Voting, Classified Boards And Proportional Representation, William R. Luney S.Ed.

Michigan Law Review

In two recent decisions, Wolfson v. Avery and Janney v. Philadelphia Transportation Co., a constitutional provision guaranteeing to every corporate shareholder the right to cumulate his votes in an election of directors was construed in light of a statute authorizing the classification of directors and the election of only one class annually. In both, it was argued by a minority shareholder that the constitutional provision guaranteed him representation on the board proportional to his stock holdings, and that the classification statute, authorizing a reduction of the number of directors to be elected at each election, required a greater number …

Corporations - Liquidation Upon Deadlock In Closely-Held Corporation - Interpretion Of Wisconsin Statute, Strong V. Fromm Laboratories,, Paul Komives

Michigan Law Review

Plaintiff, as trustee of an estate, held fifty percent of the shares of a going corporation. An election to fill all four positions on the corporation's board of directors was held. Since a by-law required that directors be shareholders, plaintiff was the only member of his own faction for whom he could vote. The opposing faction, holding the remaining fifty percent of the shares, had four eligible candidates. Votes for each of the four were cast, with one receiving one vote less than the other three. Plaintiff voted all of his shares for himself and also cast a vote of …

Legal Significance Of "Capital Stock", J. Gordon Gose

Washington Law Review

The purpose of this article is to clarify, if possible, these different meanings. In essence, it will be shown that the first meaning, that is, "capital stock" in the sense of "shares", while possibly technically inaccurate is practically unimportant; second, that the concept of "capital stock" as "property" or as a "trust fund" for creditors is, if given a literal meaning, most inaccurate, confusing and unnecessary; and third, that the concept of "capital stock" as an "amount", is the only usage which is useful and correct under the present Washington statute.