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Articles 1 - 11 of 11
Full-Text Articles in Law
Corporations - Effect Of A Provision In Articles Of Incorporation Permitting The Counting Of Interested Directors For Quorum Purposes, James W. Callison S.Ed.
Corporations - Effect Of A Provision In Articles Of Incorporation Permitting The Counting Of Interested Directors For Quorum Purposes, James W. Callison S.Ed.
Michigan Law Review
Plaintiffs, minority stockholders, sought to restrain the consummation of a merger agreement between defendant Mayflower and Hilton corporations because the plan had not been approved by a quorum of disinterested directors of Mayflower. Defendants relied upon a provision in Mayflower's articles of incorporation which stated that " . . . any director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this Corporation for the purpose of authorizing any contract or transaction [between this Corporation and any other corporation in which any director or officer of this Corporation is pecuniarily …
Securities - Rights Of Used Car Purchasers Under Trust Receipt Financing, Walter H. Weiner S.Ed.
Securities - Rights Of Used Car Purchasers Under Trust Receipt Financing, Walter H. Weiner S.Ed.
Michigan Law Review
The recent enactment of the Uniform Trust Receipts Act: by the Michigan legislature was an important and much needed revision in the Michigan law of chattel security. Although the UTRA has been referred to as a " . . . perplexing maze of technical phrases ... ," it is submitted that the act contains a clear presentation of the changes which are to be effected, and should go far in freeing the financing of goods in the flow of commerce from some anachronistic shackles. The particular intent of this comment is to explore the impact of the UTRA and other …
Corporations - Securities Act Of 1933 - Stock Sale To Employees As A Public Offer, Paul B. Campbell S.Ed.
Corporations - Securities Act Of 1933 - Stock Sale To Employees As A Public Offer, Paul B. Campbell S.Ed.
Michigan Law Review
The Securities and Exchange Commission sued to enjoin defendant corporation from offering stock for sale to its employees without first complying with the registration requirements of the Securities Act of 1933. Defendant claimed that its offer was not a public offer and therefore it came under a class of transactions which were exempt from the registration requirements. The offer was made to about 500 of the company's 7,000 employees. The company classified the offer as one made only to ''key employees." The court of appeals affirmed the trial court's judgment for defendant. On certiorari, held, reversed, two justices dissenting. …
"Fair And Equitable" Distribution Of Voting Power Under The Public Utility Holding Company Act Of 1935, Leo W. Leary
"Fair And Equitable" Distribution Of Voting Power Under The Public Utility Holding Company Act Of 1935, Leo W. Leary
Michigan Law Review
In the Public Utility Holding Company Act of 1935 Congress gave the Securities and Exchange Commission the task of investigating voting power distribution among security holders in electric and gas holding companies and their subsidiaries. If the Commission finds that the corporate structure or continued existence of any company in a holding company system "unfairly or inequitably" distributes voting power among the investors in the system, it is the Commission's duty to order the offending corporation to take "such steps as the Commission shall find necessary" to cure this condition. This paper is an attempt to ascertain what the Commission …
Securities - Application Of Antideficiency Judgment Statute To Second Purchase Money Trust Deed Where Security Is Exhausted By Foreclosure Of First Deed, John Houck S.Ed.
Securities - Application Of Antideficiency Judgment Statute To Second Purchase Money Trust Deed Where Security Is Exhausted By Foreclosure Of First Deed, John Houck S.Ed.
Michigan Law Review
To secure the purchase price of land, defendant executed a promissory note and first deed of trust in favor of a savings and loan association, and a second note and deed in favor of plaintiff-vendor. On default of both obligations, the savings and loan association foreclosed upon the land. The resulting sale completely exhausted the security, and plaintiff brought the present action upon his note. Defendant interposed section 580b of the California Code of Civil Procedure, which specifies that "no deficiency judgment shall lie in any event after any sale of real property for failure of the purchaser to complete …
Corporations - Shareholders - Right To Bring Derivative Action For Treble Damages Under Antitrust Laws, William K. Davenport S.Ed.
Corporations - Shareholders - Right To Bring Derivative Action For Treble Damages Under Antitrust Laws, William K. Davenport S.Ed.
Michigan Law Review
Plaintiff, owner of 50 percent of the stock in a theater corporation, brought a derivative action in federal court for treble damages for loss of profits allegedly suffered from defendant's violation of the antitrust laws. The district court sustained defendant's motion to dismiss. On appeal to the court of appeals, held, reversed and remanded. Under the new federal rules, a stockholder may bring a derivative action for treble damages under the antitrust laws. Fanchon & Marco, Inc. v. Paramount Pictures, Inc., (2d Cir. 1953) 202 F. (2d) 731.
Corporations-Standard Of Valuation Of Dissenters' Stock Under Appraisal Statutes, Richard P. Matsch S.Ed.
Corporations-Standard Of Valuation Of Dissenters' Stock Under Appraisal Statutes, Richard P. Matsch S.Ed.
Michigan Law Review
It was a well established rule at common law that fundamental changes in the character of a corporate enterprise could be accomplished only with the consent of all of the stockholders. However, the growth and development of modem corporations necessitated abrogation of this rule of unanimity. As a result, state legislatures enacted statutes authorizing consolidations and mergers with the consent of only a prescribed majority of the shareholders. It was recognized that for business convenience, the majority group must have power to determine the future course of the corporation's business and yet the individual stockholder should not be forced to …
Corporations - Stock Options - Requirements Of Consideration For Employee Options, George D. Miller, Jr. S.Ed.
Corporations - Stock Options - Requirements Of Consideration For Employee Options, George D. Miller, Jr. S.Ed.
Michigan Law Review
The Delaware court, in two recent decisions, has indicated what may be an increasingly strict attitude toward employee stock options, particularly when granted to executive officers or directors. It will be the purpose of this comment to examine the significance of these decisions, and to attempt to determine the extent of the change wrought by them.
Corporations-Securities Act Of 1933--Sale Of Shares To Employees As Not Involving A Public Offering, William E. Beringer S.Ed.
Corporations-Securities Act Of 1933--Sale Of Shares To Employees As Not Involving A Public Offering, William E. Beringer S.Ed.
Michigan Law Review
As it had done in the nine preceding years defendant corporation sought to win the loyalty of its key employees by offering for their direct purchase some 10,000 shares of its common stock at a price comparing favorably with that in the market. Plaintiff commission sought to enjoin the sale in the federal district court under §77(e) of the Securities Act of 1933 which prohibits sales by mail or interstate commerce of securities not registered with plaintiff. The defense was that §77(d)(1) exempted the sale from registration as one "not involving a public offering." Held, judgment for the defendant. …
Taxation-Federal Income Tax-Deductibility Of Legal Fees Incurred In Contesting Gift Tax Deficiency, Richard B. Barnett S.Ed.
Taxation-Federal Income Tax-Deductibility Of Legal Fees Incurred In Contesting Gift Tax Deficiency, Richard B. Barnett S.Ed.
Michigan Law Review
Petitioner gave shares of stock in a closely held family corporation to his wife and children. After paying the federal gift tax, he was notified by the Commissioner of a deficiency of $145,276. The case was eventually settled by payment of $15,612. In this controversy petitioner incurred legal expenses which he sought to deduct on his income tax return under section 23(a)(2) of the Internal Revenue Code. When his claim was disallowed by the Commissioner, this suit was brought for refund. Held, on certiorari, this expenditure was not "for the production or collection of income'' nor incurred in the …
Equity-Specific Performance-Recent Trends In The Specific Enforcement Of Contracts To Sell Securities, Allan Neef S.Ed.
Equity-Specific Performance-Recent Trends In The Specific Enforcement Of Contracts To Sell Securities, Allan Neef S.Ed.
Michigan Law Review
The rise of the corporation, as a form of business organization, to a dominant position in the modern economic scene has attached increased importance to the ownership of corporate securities. As property interests have become more and more represented by such securities, society has promoted such interests by setting up organized procedures for dealing with and in securities. Stock exchanges have been organized to aid the marketability of corporate stocks. A brokerage profession has evolved to bring buyers and sellers together. Underwriting has been developed to aid in the initial disposal of securities by the issuing corporation. Governments have undertaken …