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Articles 1261 - 1290 of 1432
Full-Text Articles in Business Organizations Law
Line-Of-Business Reporting: A Legal Basis, J. V. Baumler
Line-Of-Business Reporting: A Legal Basis, J. V. Baumler
Cleveland State Law Review
The action of the SEC has mooted, for regulated firms, the question of whether or not an obligation existed to report a segmented earnings statement even without administrative regulation. Some had suggested that such an obligation did exist. No matter; the question is now answered affirmatively, such reports must be prepared. We are none-the-less left with the thorny question of how best to provide segmented financial reports. The next section of this paper will identify the major problems of implementation. Then attention will be focused upon one of these problems and an examination will be made of its possible resolution …
Providing An Effective Remedy In Shareholder Suits Against Officers, Directors, And Controlling Persons, Michael H. Woolever
Providing An Effective Remedy In Shareholder Suits Against Officers, Directors, And Controlling Persons, Michael H. Woolever
University of Michigan Journal of Law Reform
Corporate officers, directors, and controlling persons occupy a fiduciary relationship toward the corporation and its shareholders in the exercise of control over corporate affairs. This fiduciary obligation requires that officers, directors, and controlling persons act in good faith and perform their offices in the best interests of the corporation and its shareholders and not to their own advantage. When this duty is breached, a shareholder may bring an action against these fiduciaries, either in his own name or derivatively for the benefit of the corporation. Under present law, however, it may be impossible for an American court to secure jurisdiction …
Insider Trading—The Market Anonymity Gap In Rule 10b-5, Judith A. Levitt
Insider Trading—The Market Anonymity Gap In Rule 10b-5, Judith A. Levitt
Buffalo Law Review
No abstract provided.
Income Tax--Tax Free Transfers To Controlled Corporations, Frederick L. Delp, James P. Holland
Income Tax--Tax Free Transfers To Controlled Corporations, Frederick L. Delp, James P. Holland
West Virginia Law Review
No abstract provided.
The New Annual Report To Shareholders, Robert S. Kant
The New Annual Report To Shareholders, Robert S. Kant
Villanova Law Review (1956 - )
No abstract provided.
The Controlling Persons Provisions: Conduits Of Secondary Liability Under Federal Securities Law, Kenneth I. Levin
The Controlling Persons Provisions: Conduits Of Secondary Liability Under Federal Securities Law, Kenneth I. Levin
Villanova Law Review (1956 - )
No abstract provided.
Securities Regulation - An Unsuccessful Tender Offeror Has Standing To Sue The Target Corporation, The Successful Contestant, And The Underwriter, For Damages Resulting From Violations Of Section 14(E) And Rule 10b-6, Jeffrey L. Pettis
Villanova Law Review (1956 - )
No abstract provided.
Perlman V. Feldmann: A Case Study In Contemporary Corporate Legal History, Jan G. Deutsch
Perlman V. Feldmann: A Case Study In Contemporary Corporate Legal History, Jan G. Deutsch
University of Michigan Journal of Law Reform
The author gives the following introduction to this article: “When I was a law student, taking a course in introductory corporate law, what was heard around the halls was that most of corporate law would be learned if one understood Perlman v. Feldmann. I agree with that statement, and I have agreed more strongly each year I myself have taught introductory corporate law. Indeed, I now believe one would also learn a good deal about the significance of-the corporation in American life during the past two decades. Unfortunately, however, it seems to me-on the basis of having read everything …
Securities - Outsiders Who Trade On Inside Information Held Accountable To The Corporation For Their Profits On The Basis Of Common Law Fiduciary Principles, Timothy J. Carson
Securities - Outsiders Who Trade On Inside Information Held Accountable To The Corporation For Their Profits On The Basis Of Common Law Fiduciary Principles, Timothy J. Carson
Villanova Law Review (1956 - )
No abstract provided.
Tender Offers For Corporate Control, Martin Lipton
Tender Offers For Corporate Control, Martin Lipton
Michigan Law Review
A Review of Tender Offers for Corporate Control by Edward Ross Aranow and Herbert A. Einhorn
Corporate Social Responsibility Panel: The Constituencies Of The Corporation And The Role Of The Institutional Investor, Phillip Blumberg
Corporate Social Responsibility Panel: The Constituencies Of The Corporation And The Role Of The Institutional Investor, Phillip Blumberg
Faculty Articles and Papers
No abstract provided.
Proposed Regulation Of Limited Partnership Investment Programs, Ivan J. Schell
Proposed Regulation Of Limited Partnership Investment Programs, Ivan J. Schell
University of Michigan Journal of Law Reform
Limited partners have long been admonished to scrutinize potential investments; this advice is often ignored, however, by investors eager to reap quick profits. Furthermore, the proliferation of limited partnership interests in a single enterprise diffuses the focus of investor vigilance and increases the potential for undetected abuses. Thus a need for regulation, either governmental or private, has developed. Currently the Uniform Limited Partnership Act and blue sky laws provide some control of limited partnership abuses at the state level. On the interstate level, the Midwest Securities Commissioners Association, the National Association of Securities Dealers, and the Securities and Exchange Commission …
Proposed Sec Rules For Private Offerings: The Impact On Venture Capital Financing, Gregory A. Kearns
Proposed Sec Rules For Private Offerings: The Impact On Venture Capital Financing, Gregory A. Kearns
University of Michigan Journal of Law Reform
In order to facilitate venture capital financing, corporations rely upon the private offering exemption from the registration and prospectus requirements of the Securities Act of 1933. In an attempt to prevent this exemption from serving as a conduit for the flow of securities into the public securities markets, the Securities and Exchange Commission (SEC) has proposed new rules regulating the resale of securities purchased in a private offering. These proposals would alter, among other things, the existing holding period, sales limitation, and financial information requirements. This article will examine the impact of the proposed *rules on venture capital financing of …
The Public-Interest Proxy Contest: Reflections On Campaign Gm, Donald E. Schwartz
The Public-Interest Proxy Contest: Reflections On Campaign Gm, Donald E. Schwartz
Michigan Law Review
Proxy contests are generally fought for control of a corporation. The rules governing this form of corporate combat seek to provide shareholders with adequate information about the rival forces for control so that they can intelligently choose between them. The information furnished in proxy materials and discussions at annual meetings have traditionally been devoted almost entirely to subjects such as finance, production, acquisitions, and the like.
Reformation In Corporate Law: Equal Opportunity Must Be Afforded Minority Stockholders In Any Transaction In Shares By Those In Control: Jones V. Ii. F. Ahmanson, Michael D. O'Connor
Reformation In Corporate Law: Equal Opportunity Must Be Afforded Minority Stockholders In Any Transaction In Shares By Those In Control: Jones V. Ii. F. Ahmanson, Michael D. O'Connor
Indiana Law Journal
No abstract provided.
Rule 10b-5: The Search For A Limiting Doctrine, Hilary P. Bradford
Rule 10b-5: The Search For A Limiting Doctrine, Hilary P. Bradford
Buffalo Law Review
No abstract provided.
Taxation Of Preferred Stock In Corporate Reorganizations, Bruce E. Gagnon
Taxation Of Preferred Stock In Corporate Reorganizations, Bruce E. Gagnon
Vanderbilt Law Review
Among the sections added to the revised version of the Internal Revenue Code of 1954 was section 306, designed to close a gaping loophole which might have permitted many taxpayers to withdraw earnings and profits from a corporation through the distribution and sale of preferred stock and to receive capital gains treatment at the shareholder level rather than the dividend treatment ordinarily applicable to such distributions. In this article, Professor Gagnon argues that, as applied to corporate reorganizations, section 306 falls far from its mark. After discussing the purpose and operation of section 306 and related sections, the author suggests …
Administrative Law—Federal Securities Exchange—Stock Purchases By Insiders Possessing Material Information And Misleading Corporate Press Release Violate Sec Rule 10b-5, Gerald Toner
Buffalo Law Review
SEC v. Texas Gulf Co., 401 F.2d 833 (2d Cir. 1968).
The Decline Of The Purchaser-Seller Requirement Of Rule 10b-5, Edward J. Ciechon Jr.
The Decline Of The Purchaser-Seller Requirement Of Rule 10b-5, Edward J. Ciechon Jr.
Villanova Law Review (1956 - )
No abstract provided.
The Liquidation-Reincorporation Device - Analysis And Proposed Solutions, Bruce D. Lombardo, Thomas C. Riley
The Liquidation-Reincorporation Device - Analysis And Proposed Solutions, Bruce D. Lombardo, Thomas C. Riley
Villanova Law Review (1956 - )
No abstract provided.
Broker-Dealer Disclosure Of Corporate Inside Information, James K. Weeks, Jeffrey V. Mccormick
Broker-Dealer Disclosure Of Corporate Inside Information, James K. Weeks, Jeffrey V. Mccormick
Cleveland State Law Review
The recent decisions in the field of securities transactions do not significantly change the legal standards, but they do create an increased awareness of the problems and the limits imposed upon the financial community. It is well established now that a broker's duties to the investing public take precedence over any conflicting duties to his customers or advisees to whom he only owes a duty not to defraud them or profit at their expense. The broker further has a duty to prevent his clients from profiting at the expense of the uninformed public.
Demise Of The Doctrine Of Capital Wine And Spirit V. Pokrass, Ronald J. Axelrod
Demise Of The Doctrine Of Capital Wine And Spirit V. Pokrass, Ronald J. Axelrod
Buffalo Law Review
No abstract provided.
Corporation Law—Officers—Profits Resulting From The Use Of Inside Information Inure To The Corporation Although No Harm To The Corporation Was Alleged, Nicholas J. Sargent
Corporation Law—Officers—Profits Resulting From The Use Of Inside Information Inure To The Corporation Although No Harm To The Corporation Was Alleged, Nicholas J. Sargent
Buffalo Law Review
Diamond v. Oreamund, 29 A.D.2d 285, 287 N.Y.S.2d 300 (1st Dep't 1968).
The Texas Gulf Sulphur Opinion In The Appellate Court: An Open Door To Federal Control Of Corporations, Robert N. Leavell
The Texas Gulf Sulphur Opinion In The Appellate Court: An Open Door To Federal Control Of Corporations, Robert N. Leavell
Scholarly Works
The United States Court of Appeals for the Second Circuit has written an opinion in the Texas Gulf Sulphur case which seems to me unfortunate and in large part unnecessary. This comment is a brief statement of why I feel this to be the case.
Corporate Finance Under The Georgia Business Corporation Code Of 1968, Pasco M. Bowman, Ii
Corporate Finance Under The Georgia Business Corporation Code Of 1968, Pasco M. Bowman, Ii
Georgia Law Review
T HIS Article will review the financial provisions of the new Georgia Business Corporation Code (B.C.C.), which will become effective April 1, 1969. On that date, the Code will automatically apply to virtually all existing domestic business corporations, other than banks, trust companies, railroads and the several other types of corporations which obtain their charters from the Secretary of State. Existing domestic insurance companies will be subject to the B.C.C. to the same extent as they are now subject to the present general corporation law.0 The B.C.C. is only one part of a comprehensive revision and restatement of Georgia's corporation …
Subchapter S And The One Class Of Stock Requirement
Subchapter S And The One Class Of Stock Requirement
Washington and Lee Law Review
No abstract provided.
The Canadian Corporation And Wall Street: Application Of United States Securities Laws To Canadian Issuers, Merril Sobie
The Canadian Corporation And Wall Street: Application Of United States Securities Laws To Canadian Issuers, Merril Sobie
Elisabeth Haub School of Law Faculty Publications
The purpose of this article is to present the Canadian legal practitioner with a summary of those sections of American securities laws which are applicable to foreign issuers. Discussion, for the most part, will be limited to a brief outline of the more salient aspects of securities regulation; a complete presentation of any one feature would be impossible within the confines of a single article. Wherever possible, relevant authorities will be cited and counsel would be wise to examine their more detailed treatment. Moreover, though federal legislation in this area is not exclusive, discussion will be limited to the national …
Fiduciary Ideology In Transactions Affecting Corporate Control, Victor Brudney
Fiduciary Ideology In Transactions Affecting Corporate Control, Victor Brudney
Michigan Law Review
The fiduciary role in which corporate insiders are cast in their dealings with, or affecting, their corporations embraces a multitude of parts. Hence the range of restrictions on their conduct varies from inhibitions as rigorous as those imposed on express trustees to limitations almost as flexible as those governing arm's length dealings among strangers. As has often been pointed out, the characterization of a corporate officer, a director, or a person controlling the corporation as a "fiduciary" does not define his status with precision; rather, it sets a tone to his role and suggests the existence of obligations and of …
The Solely-For-Voting-Stock Requirement In "B" Reorganizations Satisfied By Cash Payments For Fractional Shares-Mills V. Commissioner, Michigan Law Review
The Solely-For-Voting-Stock Requirement In "B" Reorganizations Satisfied By Cash Payments For Fractional Shares-Mills V. Commissioner, Michigan Law Review
Michigan Law Review
The Internal Revenue Code requires recognition of gains or losses realized upon a sale or exchange of property. An exception to this general rule is found in section 354(a)(1), the basic nonrecognition provision for stock-for-stock reorganizations. This section provides that a stockholder need not recognize gains or losses "if stock or securities in a corporation a party to a reorganization are, in pursuance of the plan of reorganization, exchanged solely for stock or securities in such corporation or in another corporation a party to the reorganization." However, before section 354 can be reached, the exchange must satisfy one of the …