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Full-Text Articles in Law
London As Delaware?, Adam C. Pritchard
London As Delaware?, Adam C. Pritchard
Articles
Jurisdictional competition in corporate law has long been a staple of academic-and sometimes, political-debate in the United States. State corporate law, by long-standing tradition in the United States, determines most questions of internal corporate governance-the role of boards of directors, the allocation of authority between directors, managers and shareholders, etc.-while federal law governs questions of disclosure to shareholders-annual reports, proxy statements, and periodic filings. Despite substantial incursions by Congress, most recently in the Sarbanes-Oxley Act of 2002, this dividing line between state and federal law persists, so state law arguably has the most immediate impact on corporate governance outcomes.
London As Delaware?, Adam C. Pritchard
London As Delaware?, Adam C. Pritchard
Articles
In the United States, state corporate law determines most questions of internal corporate governance - the role of directors; the allocation of authority between directors, managers, and shareholders; etc. - while federal law governs questions of disclosure to shareholders - annual reports, proxy statements, and periodic filings. Despite substantial incursions by Congress, most recently with the Sarbanes-Oxley Act, this dividing line between state and federal law persists, so state law arguably has the most immediate effect on corporate governance outcomes.
Corporate Taxation And International Charter Competition, Mitchell A. Kane, Edward B. Rock
Corporate Taxation And International Charter Competition, Mitchell A. Kane, Edward B. Rock
Michigan Law Review
Corporate charter competition has become an increasingly international phenomenon. The thesis of this Article is that this development in corporate law requires a greater focus on corporate tax law. We first demonstrate how a tax system's capacity to distort the international charter market depends both upon its approach to determining corporate location and upon the extent to which it taxes foreign source corporate profits. We also show, however, that it is not possible to remove all distortions through modifications to the tax system alone. We present instead two alternative methods for preserving an international charter market. The first-best solution involves …
How The Corporation Conquered John Bull, A.W. Brian Simpson
How The Corporation Conquered John Bull, A.W. Brian Simpson
Michigan Law Review
This is a study of the evolution of the forms of business organization during the industrial revolution. Historians never fully agree about anything at all, and often with good reason, but there is really no doubt that the period covered by this book is one that saw major changes in agricultural and industrial production, and in commercial practice and organization. It is convenient to refer broadly to the changes which took place in terms of a revolution, industrial, agricultural, or less commonly, commercial in nature. Long before the starting date for this study, which is the date of the Bubble …
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.
Corporations - Statutes Providing For Both Cumulative Voting And Classified Boards, David W. Swanson S.Ed.
Corporations - Statutes Providing For Both Cumulative Voting And Classified Boards, David W. Swanson S.Ed.
Michigan Law Review
The shareholders of the Winous Company amended the articles of incorporation to provide for staggered elections whereby one of the three directors would be elected each year to serve a three-year term. The Ohio Code provides for classified boards, and contains a guarantee of the right to vote cumulatively which is not to be restricted by the articles of incorporation. The county court of appeals reversed the court of common pleas and held the amendment invalid because it nullified the right to vote cumulatively. They interpreted the cumulative voting provision as specific and therefore a limitation on the more general …
Corporations - Charter - Change Of Voting Right By Amendment, Dale W. Van Winkle S.Ed.
Corporations - Charter - Change Of Voting Right By Amendment, Dale W. Van Winkle S.Ed.
Michigan Law Review
Defendant, incorporated in 1938 with an authorized capital stock of 500 shares, amended its articles of incorporation in 1940 to increase the common stock to 2,000 shares, and to authorize the issue of preferred stock. By the amendment, the voting power was vested exclusively in the common stock, with the exception that the holders of preferred stock would acquire temporary voting power upon default of four semi-annual dividends. Default in payment of dividends occurred and the preferred stockholders exercised the right to vote from 1943 on. In 1953, a second amendment was proposed and passed by a majority in interest …
Corporations - De Facto Existence - Necessity Of Good Faith Attempt To Incorporate Under And Of Colorable Compliance With Incorporation Statute, Richard R. Dailey
Corporations - De Facto Existence - Necessity Of Good Faith Attempt To Incorporate Under And Of Colorable Compliance With Incorporation Statute, Richard R. Dailey
Michigan Law Review
Defendant, a purported holding corporation, was organized in 1922 before the enactment of a state statute authorizing such corporations. The articles of incorporation stated that the purpose of the corporation was "to acquire, own and hold" shares of stock in a realty company. There was actual user of corporate power by the defendant under this attempted incorporation until the time of this suit in 1954. The legislature in 1941 amended the incorporation statute to authorize incorporation of a holding company, but no action was taken by the defendant pursuant to this amended statute. In an action for a declaratory judgment, …
A Comparative Study Of The Laws Of The Philippine Islands And Of The United States Of America Applicable To Private Corporations, Emilio M. Javier
A Comparative Study Of The Laws Of The Philippine Islands And Of The United States Of America Applicable To Private Corporations, Emilio M. Javier
SJD Dissertations
The main objective of the present treatise is to expound the similarities and dissimilarities of the laws of the Philippine Islands and of the United States of America applicable to private corporations. Act 1459, otherwise known as the Philippine Corporation Law, as amended and as radically modified recently, in many or its important provisions, by Act 3518, is made the basis of discussion from the Philippine view point. All the decisions of the Supreme Court of the Islands interpreting the provisions of the law, and which the author considers pertinent, are also discussed herein. Due to the fact that each …
The Business Trust As A Means Of Securing Limited Liability
The Business Trust As A Means Of Securing Limited Liability
Michigan Law Review
Small investors are unwilling to risk their entire personal fortunes in one business venture, and for this reason refuse to participate in an enterprise unless they are assured that they will be free from individual liability for the obligations of the business. Such freedom from liability may be obtained by incorporation. That is the method especially provided by law and the one which most businesses adopt, but it has its disadvantages. The organization of a corporation involves heavy expenses in the form of lawyers' fees, filing fees and organization taxes. Once formed the corporation is subject to many. special taxes, …
Recent Important Decisions
Michigan Law Review
A collection of recent important court decisions.
Federal Incorporation, Myron W. Watkins
Federal Incorporation, Myron W. Watkins
Michigan Law Review
The course of development which rate regulation in general in this country passed through is well known. It may be briefly stated as follows: in the early cases it was held that when a state legislature prescribed a scale of maximum charges for a business affected with a public interest they substituted their will for the common law rule of reasonableness, and their determinations were held final and conclusive. This view was gradually modified so as to place a limitation upon the power of the law-making body in accordance with the view that the "use and income of property, as …
Federal Incorporation, Myron W. Watkins
Federal Incorporation, Myron W. Watkins
Michigan Law Review
We have traced in the foregoing part the principal cases bearing directly upon the federal power of incorporation. To gain a just perspective of the attitude the court may take upon the constitutionality of an act requiring uniform federal incorporation of all businesses engaged in interstate commerce it is necessary to complete our review by an examination of the trend of the court's decisions involving other portions of the field of commerce regulation. The construction placed upon acts exerting other forms of regulation will not be so conclusive to our inquiry as the adjudication of the cases reviewed in the …
Federal Incorporation, Myron W. Watkins
Federal Incorporation, Myron W. Watkins
Michigan Law Review
Since the beginning of our national history the Constitution, which is essentially the source of the law rather than its framework, has with more or less promptitude fulfilled the function of sanctioning new rules of action which will permit a fairly symmetrical institutional development in the face of the changing conditions of the environment in which the people live and think and act. Always the habits of the people are changing, always the situation facts are being modified, and the Constitution in its widest and truest meaning but provides the means whereby thru this flux the body of the people …
Corporations And Express Trusts: As Business Organizations, Horace La Fayette Wilgus
Corporations And Express Trusts: As Business Organizations, Horace La Fayette Wilgus
Books
No abstract provided.
Corporations And Express Trusts As Business Organizations, Horace Lafayette Wilgus
Corporations And Express Trusts As Business Organizations, Horace Lafayette Wilgus
Articles
PRESIDENT BUTLER of Columbia University is reported to have said in an address before the New York Chamber of Commerce in 1911, that "the limited liability corporation is the greatest single discovery of modem times, whether you judge it by its social, by its ethical, by its industrial, or, in the long run--after we understand it and know how to use it,--by its political, effects." 1
Federal License Or National Incorporation, Horace Lafayette Wilgus
Federal License Or National Incorporation, Horace Lafayette Wilgus
Articles
The message of President Roosevelt and the Report of Mr. Garfield as Commissioner of Corporations, if we are not mistaken, have done, or will do, more than all the discussion of the past several years to clear the vision of the people as to what is necessary and possible to do in the way of meeting and overcoming our industrial and commercial corporation difficulties.
Need Of A National Incorporation Law, Horace Lafayette Wilgus
Need Of A National Incorporation Law, Horace Lafayette Wilgus
Articles
When the report of the Committee on Uniformity of legislation was submitted to the last American Bar Association, and consideration of the legal problems growing out of modem commercial combinations, was urged as a matter proper for discussion and action by that association, it was gravely argued by distinguished lawyers present that there was no legal problem to be solved. The Committee on Commercial Law, however, thought otherwise and said:- "The American people look to the American Bar for leadership on this question. Some one must lead. If not the lawyer, then it will be the demagogue."
A Proposed National Incorporation Law, Horace Lafayette Wilgus
A Proposed National Incorporation Law, Horace Lafayette Wilgus
Articles
In an article in the February number of this magazine1 the writer discussed the need of a national incorporation law. The following is proposed as such; its object is to set forth what, perhaps, may be possible under such a law; what some will think necessary or desirable; what some will think unnecessary and undesirable; and what others will undoubtedly think is all wrong, if not vicious. Whatever view is taken the writer's purpose will be accomplished if consideration and discussion of the proper details of such a law, are provoked. There are two classes who desire a national incorporation …
Need Of A National Incorporation Law, Horace Lafayette Wilgus
Need Of A National Incorporation Law, Horace Lafayette Wilgus
Articles
When the report of the Committee on Uniformity of Iegislation was submitted to the last American Bar Association, and consideration of the legal problems growing out of modem commercial combinations, was urged as a matter proper for discussion and action by that association, it was gravely argued by distinguished lawyers present that there was no legal problem to be solved.
A Proposed National Incorporation Law, Horace Lafayette Wilgus
A Proposed National Incorporation Law, Horace Lafayette Wilgus
Articles
In an article in the February number of this magazine' the writer discussed the nee& of a national incorporation law. The following is proposed as such; its object is to set forth what, perhaps, may be possible under such a law; what some will think necessary or desirable; what some will think unnecessary and undesirable; and what others will undoubtedly think is all wrong, if not vicious.
Northwestern Railway Situation, Horace Lafayette Wilgus
Northwestern Railway Situation, Horace Lafayette Wilgus
Articles
What promises to be the most important corporate litigation that has or is likely to come before the Supreme Court for many years is involved in the various suits against the Northern Securities Company. To understand its full significance, it is desirable to recall something of the railroad history of the western states.