Open Access. Powered by Scholars. Published by Universities.®

Business Organizations Law Commons™

Open Access. Powered by Scholars. Published by Universities.®

University of Michigan Law School

Discipline
Keyword
Publication Year
Publication
Publication Type

Articles 601 - 630 of 1014

Full-Text Articles in Business Organizations Law

Federal Procedure-Venue Of Corporations-Applicability Of 28 U.S.C. §1391(C) To Plaintiff Corporations, Charles E. Oldfather S.Ed. Jan 1953

Federal Procedure-Venue Of Corporations-Applicability Of 28 U.S.C. §1391(C) To Plaintiff Corporations, Charles E. Oldfather S.Ed.

Michigan Law Review

Plaintiff, trustee in bankruptcy of a Delaware corporation, brought a contract action based on diversity of citizenship in an Ohio district court. Defendant is a partnership, whose partners are all residents of states other than Delaware. Defendant moved to dismiss the action on the ground that venue was improperly laid. The court, relying on 28 U.S.C. §139I(c), held: motion to dismiss overruled. "Since the district where plaintiff is doing business . . . is the 'residence of the corporation for venue purposes,' this action may be properly maintained here [Ohio].'' Hadden v. Barrow, Wade, Guthrie & Co., (D.C. …

Go to article

Corporations-Officers And Directors-Fiduciary Duty Of Officer Purchasing Stock From Shareholder, Walter H. Weiner Dec 1952

Corporations-Officers And Directors-Fiduciary Duty Of Officer Purchasing Stock From Shareholder, Walter H. Weiner

Michigan Law Review

Defendant, president of a corporation acquired stock owned by plaintiff and others by falsely representing that the corporation had been sold. After enhancing the value of this stock, defendant sold it. Plaintiff brought suit for fraudulent conversion and the trial court directed a verdict for the defendant. On appeal, held, reversed. An officer negotiating with a shareholder for the purchase of shares must act with scrupulous trust and confidence, and unless the officer acts with the utmost fairness the wronged shareholder may invoke the proper remedy. Blazer v. Black, (10th Cir. 1952) 196 F. (2d) 139.

Go to article

The Second Circuit Reaffirms The Efficacy Of Restrictive Stock Agreements To Control Estate Tax Valuation, Edmund W. Pavenstedt Nov 1952

The Second Circuit Reaffirms The Efficacy Of Restrictive Stock Agreements To Control Estate Tax Valuation, Edmund W. Pavenstedt

Michigan Law Review

Owners of close corporations have for many years entered into agreements with each other requiring a stockholder who wishes to dispose of his holdings first to offer them to his fellow stockholders or to the corporation and, in the case of death, granting to the survivors or the corporation an option to buy the shares from the decedent's estate. Such agreements either fix a price per share or contain a formula or a provision for appraisal under which such price is to be determined. About twenty years ago two leading cases both decided by the United States Court of Appeals …

Go to article

Corporations-Securities Exchange Act Of 1934-Equitable Principles As A Bar To Short Swing Recovery Under Section 16(B), Edward D. Goldstein S. Ed. Nov 1952

Corporations-Securities Exchange Act Of 1934-Equitable Principles As A Bar To Short Swing Recovery Under Section 16(B), Edward D. Goldstein S. Ed.

Michigan Law Review

Plaintiff corporation, after receiving authority from the Corporation Commissioner of California, gave to its key employees including defendants ( who were officers of the corporation) options to purchase certain stock of the plaintiff. The plan originated with the president of the corporation and the agreement took place at a time when the stock was unlisted. At no time subsequent to the stock being listed on a stock exchange did the plaintiff advise defendants of the short swing-requirements that arose from listing. Plaintiff's purpose in granting the option was to retain the services of its key employees and to induce these …

Go to article

Constitutional Law-Civil Procedure-Due Process Requirements For State Jurisdiction Over Foreign Corporations, Richard D. Rohr Jun 1952

Constitutional Law-Civil Procedure-Due Process Requirements For State Jurisdiction Over Foreign Corporations, Richard D. Rohr

Michigan Law Review

The plaintiff, a nonresident of Ohio, brought an action in Ohio against the defendant, a sociedad anonima organized under the laws of the Philippine Islands, on claims which neither arose in Ohio nor were connected with the defendant's activities in Ohio. Defendant's president, who was also its general manager and principal stockholder, had returned to his home in Ohio when the company's mining operations were suspended by the Japanese occupation of the Philippines. During the war years, he conducted such business as was possible in Ohio, holding directors' meetings, carrying on correspondence, maintaining bank accounts, but the defendant did not …

Go to article

Trends In Modern Corporation Legislation, Kenneth K. Luce Jun 1952

Trends In Modern Corporation Legislation, Kenneth K. Luce

Michigan Law Review

Any discussion of trends and developments in modem corporation legislation must assume some understanding of the historical antecedents of that legislation and the judicial approach to its interpretation. As a practical matter the outline of modern legislation has emerged within the memory of living men, but "in order to know what it is, we must know what it has been, and what it tends to become." The state is less concerned today than long ago about the corporation becoming a state within the state and usurping political power, although such concern could and does evidence itself from time to time. …

Go to article

Corporations--Shareholders-Effect On Voting Trust Agreement Of Inability To Transfer Shares To The Voting Trustees, Peter Van Domelen May 1952

Corporations--Shareholders-Effect On Voting Trust Agreement Of Inability To Transfer Shares To The Voting Trustees, Peter Van Domelen

Michigan Law Review

Plaintiff filed a petition in equity attacking his removal as a director and president of the defendant corporation on the grounds that such removal was brought about through the exercise of an alleged invalid voting trust agreement The plaintiff and another shareholder, each owning fifty per cent of the stock in the defendant corporation, had entered into a voting trust agreement by which they appointed themselves and a third party as voting trustees. At the time the trust agreement was executed, all of the stock was on deposit with an escrow agent subject to an existing escrow contract. Plaintiff challenged …

Go to article

Corporations-Dividends-Majority Of The Board Of Directors As Indispensable Parties In A Suit To Compel The Declaration Of Corporate Dividends, James W. Callison May 1952

Corporations-Dividends-Majority Of The Board Of Directors As Indispensable Parties In A Suit To Compel The Declaration Of Corporate Dividends, James W. Callison

Michigan Law Review

A minority group of stockholders brought an action to compel a declaration of dividends on common stock, naming as defendants the Continental Mills company, four of the five directors of the corporation, and a majority stockholder. Effective service of process was made only on the corporation and two of the directors. The majority stockholder and the other two directors named appeared specially and obtained a dismissal of the action as to them. The two directors properly served then moved to dismiss the action for failure to include a majority of the board of directors as parties. Held, a majority …

Go to article

Corporations-Majority Shareholder's Fraud In The Purchase Of Stock, Thomas P. Segerson S.Ed. Mar 1952

Corporations-Majority Shareholder's Fraud In The Purchase Of Stock, Thomas P. Segerson S.Ed.

Michigan Law Review

Whether or not there has been fraud in the purchase of property, due to either affirmative statements or mere non-disclosure, may well depend upon the relation of the purchaser to the vendor. The recent case of Speed v. Transamerica Corporation presents two questions relative to this problem in the purchase of corporation shares: first, whether the price quoted in an offer to purchase can ever be the basis of an action for fraud and deceit; and second, whether the majority shareholder of a corporation occupies a fiduciary relation to minority shareholders in the purchase of their stock. Defendant was the …

Go to article

Some Latter Day Developments In The Taxation Of Liquidating Distributions: Is The Cop Still On The Beat?, Willard H. Pedrick Feb 1952

Some Latter Day Developments In The Taxation Of Liquidating Distributions: Is The Cop Still On The Beat?, Willard H. Pedrick

Michigan Law Review

Redemption and salvation are doctrinal terms suggestive of the enthusiasm of the camp meeting. It is altogether fitting that these terms be used in connection with the taxation of corporate liquidating distributions. Through redemption of his stock the shareholder may find this world's nearest approach to fiscal salvation-taxation of his receipts on a capital-gains basis. To say the shareholder's enthusiasm for capital-gains treatment approaches a religious zeal is to underestimate the matter. Nor is it difficult to understand his attitude. If corporate earnings and profits, subjected at the outset to a relatively Hat but heavy corporate income tax, are paid …

Go to article

Taxing Distributions Pursuant To Corporate Reorganizations, William M. Emery Feb 1952

Taxing Distributions Pursuant To Corporate Reorganizations, William M. Emery

Michigan Law Review

"Distributions" implies that we are concerned with the tax problems of the stockholder rather than those of the corporation. And while one corporation may be the stockholder of another, my emphasis will be primarily upon stockholders who are individuals, including, of course, trusts and estates who are taxed as individuals.

Go to article

Corporations-Dissolution-Payment Of "Accrued Unpaid Dividends" To Preferred Shareholders From Capital, Frank M. Bowen, Jr. Feb 1952

Corporations-Dissolution-Payment Of "Accrued Unpaid Dividends" To Preferred Shareholders From Capital, Frank M. Bowen, Jr.

Michigan Law Review

The Big Bend Land Company was in the process of liquidation. The articles of incorporation provided for preferred stock which "in the event of any liquidation . . . " was " . . . entitled to be paid in full the par value thereof, and all accrued unpaid dividends thereon before any sum shall be paid to or any assets distributed among . . ." the common stock. No dividends had ever been declared or paid, nor had there ever been any surplus profits. After discharging all corporate liabilities, including payment of the par value of the preferred stock, …

Go to article

Corporations-Shareholders-Right To Bring Personal Action After Dissolution Of Corporation, Harry T. Baumann Feb 1952

Corporations-Shareholders-Right To Bring Personal Action After Dissolution Of Corporation, Harry T. Baumann

Michigan Law Review

Plaintiff stockholder brought a personal action against the president and majority stockholder for fraudulent conversion of money and property of a corporation dissolved prior to the start of plaintiff's suit. A statute provided that a dissolved corporation could sue to recover on a corporate right of action. Defendant's demurrer was sustained. On appeal, held, affirmed. An action to enforce corporate injuries cannot be maintained by a stockholder in his own name, even though the corporation has been dissolved. Ruplinger v. Ruplinger, (Neb. 1951) 48 N.W. (2d) 73.

Go to article

Corporations-Officers And Directors--"Corporate Opportunities" Doctrine, Thomas P. Segerson S.Ed. Jan 1952

Corporations-Officers And Directors--"Corporate Opportunities" Doctrine, Thomas P. Segerson S.Ed.

Michigan Law Review

Plaintiff corporation brought a bill in equity for an accounting of profits arising from an alleged breach of fiduciary duty by defendant, a former officer and director. The alleged breach consisted of defendant's action in procuring a contract for the manufacture of a saw sharpening machine for the X corporation, wholly owned by him, without disclosing such facts to his associate directors of plaintiff corporation. Plaintiff corporation was engaged in the manufacture of polishing machines, while the X corporation manufactured lawn mowers. At the time of the contract, defendant "knew that ... [plaintiff corporation] desired to enlarge its field of …

Go to article

Corporations-Dissolution-Power Of Chancellor To Decree Dissolution When Deadlock Exists, John J. Edman S. Ed. Dec 1951

Corporations-Dissolution-Power Of Chancellor To Decree Dissolution When Deadlock Exists, John J. Edman S. Ed.

Michigan Law Review

Plaintiffs sought dissolution of defendant corporation pursuant to a statute allowing a petition for dissolution to be made to the chancellor by the holders of one-half of the voting stock upon a deadlock in management and voting shares. The evidence showed that there was no chance of compromise by the warring factions, that the corporate function could not be carried out, and that the plaintiffs' interests might be jeopardized. The chancellor held that unless a harmonious solution was effectively formulated within fifteen days after the filing of an opinion, a judgment containing appropriate provisions for a dissolution would be entered. …

Go to article

Business Associations-Partnership-Claims Against Partner Who Asserts Infancy, Harold S. Lentz S. Ed. Dec 1951

Business Associations-Partnership-Claims Against Partner Who Asserts Infancy, Harold S. Lentz S. Ed.

Michigan Law Review

An adult partner sought dissolution of the partnership, contribution of monies according to the contract, determination of liabilities for debts, ascertainment of respective interests, and an accounting from the infant partner. The infant partner asserted his infancy, disavowed the contract, and moved to dismiss the action. Held, motion granted except as to plaintiffs demand for a dissolution and accounting. Sacco v. Schallus, 11 N.J. Super. 197, 78 A. (2d) 143 (1950).

Go to article

Corporations-Liability Of Transfer Agent For Wrongful Refusal To Transfer Shares, Howard Van Antwerp S.Ed. Nov 1951

Corporations-Liability Of Transfer Agent For Wrongful Refusal To Transfer Shares, Howard Van Antwerp S.Ed.

Michigan Law Review

Plaintiff, stockholder in a mining company, sued a transfer agent of the company in conversion for its refusal to transfer plaintiff's stock into block shares. The lower court found for plaintiff. On appeal, held, reversed. There is no direct liability of a transfer agent to the stockholder for wrongful nonfeasance in delaying or refusing to transfer stock. Mears v. Crocker First Nat. Bank of San Francisco, (Cal. App. 1950) 218 P. (2d) 91.

Go to article

Corporations--Stockholders' Rights--Majority Discretion As Bar To Derivative Suit, Richard Darger Apr 1951

Corporations--Stockholders' Rights--Majority Discretion As Bar To Derivative Suit, Richard Darger

Michigan Law Review

Plaintiffs, minority stockholders of defendant corporation, brought an equitable action against certain directors thereof alleging the following wrongs: profits made by purchasing the corporation's notes at a discount; carrying out a plan to gain stock control; settlement of anti-trust suits out of court; excessive compensation of directors under management contracts alleged to violate anti-trust laws; paying excessive film rentals to another corporation. Plaintiffs unsuccessfully demanded that the board bring action against the directors on these grounds and then make a like demand at a stockholders' meeting. The stockholders voted not to sue, approved all actions alleged to be wrongs and …

Go to article

Corporations--Stockholders' Rights--Majority Discretion As Bar To Derivative Suit, Richard Darger Apr 1951

Corporations--Stockholders' Rights--Majority Discretion As Bar To Derivative Suit, Richard Darger

Michigan Law Review

Plaintiffs, minority stockholders of defendant corporation, brought an equitable action against certain directors thereof alleging the following wrongs: profits made by purchasing the corporation's notes at a discount; carrying out a plan to gain stock control; settlement of anti-trust suits out of court; excessive compensation of directors under management contracts alleged to violate anti-trust laws; paying excessive film rentals to another corporation. Plaintiffs unsuccessfully demanded that the board bring action against the directors on these grounds and then make a like demand at a stockholders' meeting. The stockholders voted not to sue, approved all actions alleged to be wrongs and …

Go to article

Corporations--Corporate Policy, The "Cure-All" For Proxy Solicitation Ailments, David M. Michaelson S. Ed. Feb 1951

Corporations--Corporate Policy, The "Cure-All" For Proxy Solicitation Ailments, David M. Michaelson S. Ed.

Michigan Law Review

All too often lawyers and students of law are inclined to assume that some principle or formula· has become so deeply rooted in the law that it has acquired a sanctity which gives it an all-embracive effect, a "cure-all," as it were, for legal ailments. This has been the usual approach when the question has arisen of the propriety of spending corporate funds to solicit proxies. The ever-faithful panacea has been to say, quite automatically, that where the intra-corporate contest is concerned with matters of policy as distinguished from personnel of management, then corporate funds may be used to inform …

Go to article

Taxation-The Lincoln Electric Question: Must "Ordinary And Necessary" Business Expenses Be Also "Reasonable" In Amount, R. Lawrence Storms S. Ed. Jan 1951

Taxation-The Lincoln Electric Question: Must "Ordinary And Necessary" Business Expenses Be Also "Reasonable" In Amount, R. Lawrence Storms S. Ed.

Michigan Law Review

The United States Court of Appeals for the Sixth Circuit has recently determined in Commissioner v. Lincoln Electric Co. that the element of reasonableness is inherent in the phrase "ordinary and necessary" as used in the paragraph of the Internal Revenue Code authorizing deductions for business expenses. It will be of interest to develop the history of the case throughout its ten years of litigation, to examine some of the collateral points raised, and to attempt a critique of the merits of the court's position.

Go to article

Corporations-Measure Of Short Swing Profits Under Section 16(B) Of The Securities Exchange Act Of 1934, G. B. Myers S.Ed. Dec 1950

Corporations-Measure Of Short Swing Profits Under Section 16(B) Of The Securities Exchange Act Of 1934, G. B. Myers S.Ed.

Michigan Law Review

Plaintiff, a stockholder in X corporation, sued in the name of and on behalf of the corporation to recover short swing profits made by defendants in the sale of stock purchase warrants of the corporation, in violation of the Securities Exchange Act. Defendants were officers of the corporation and as part of the consideration for entering into their contracts of employment they received each year a number of these warrants. Within six months of the receipt of their 1945 warrants defendants had made certain sales of warrants then held by them. The court, in a previous ruling, had granted a …

Go to article

Corporations-Stockholder's Suit To Compel Declaration Of Dividends- Necessity Of Directors As Parties, Daniel A. Isaacson S.Ed. Dec 1950

Corporations-Stockholder's Suit To Compel Declaration Of Dividends- Necessity Of Directors As Parties, Daniel A. Isaacson S.Ed.

Michigan Law Review

Plaintiff, a citizen of New York and the owner of some preferred stock in the defendant Delaware corporation, brought a class action against the corporation in a federal district court in Pennsylvania to compel the declaration and payment of dividends on the preferred stock, alleging that the directors had acted in had faith in violation of their duties as fiduciaries. Defendant's articles of incorporation provided that the preferred stock was entitled to receive dividends "when and as declared by the Board of Directors"; the by-laws permitted a majority of the hoard to constitute a quorum for purposes of transacting business. …

Go to article

Partnerships-Dissolution-Sufficiency Of Notice To Prior Creditors, Paul M.D. Harrison S.Ed. Dec 1950

Partnerships-Dissolution-Sufficiency Of Notice To Prior Creditors, Paul M.D. Harrison S.Ed.

Michigan Law Review

Plaintiff brought suit on account for merchandise sold and delivered, alleging that the defendants were liable as partners. The defendants admitted that they had dealt with the plaintiff while they were a partnership, but averred that a corporation was formed which took over the partnership and that the merchandise in question had been purchased by the corporation. The trial judge instructed the jury that plaintiff must have notice or knowledge of the dissolution of the partnership to relieve defendants of personal liability, and that mere notice of the formation of the corporation was immaterial. Held, judgment for plaintiff affirmed. …

Go to article

The Taxable Income Of Cooperatives, Roswell Magill, Allen H. Merrill Dec 1950

The Taxable Income Of Cooperatives, Roswell Magill, Allen H. Merrill

Michigan Law Review

This article is a study of the exemption in section 101(12) of "farmers', fruit growers', or like associations organized and operated on a cooperative basis"; and, in particular, of the taxability of the income of such corporations. The basic question is, What is the taxable income of a cooperative, in the absence of statutory exemption or exemption by administrative ruling? Do such business corporations have an income from their businesses which in these days of revenue stringency should be taxed as other business income must be taxed?

Go to article

Jensen: Cooperative Corporate Association Law-1950, William S. Barnes Nov 1950

Jensen: Cooperative Corporate Association Law-1950, William S. Barnes

Michigan Law Review

A review of COOPERATIVE CORPORATE ASSOCIATION LAW-1950. By A. Ladru Jensen and others.

Go to article

Corporations-Right Of Corporation To Pay Dividends To Common Shareholders To Equalize Prior Wrongful Payment To Preferred Shareholders, Theodore Sachs S.Ed. Nov 1950

Corporations-Right Of Corporation To Pay Dividends To Common Shareholders To Equalize Prior Wrongful Payment To Preferred Shareholders, Theodore Sachs S.Ed.

Michigan Law Review

As a general proposition, payment of dividends may be made only out of surplus and not out of the capital stock of a corporation. Though the cases evidence considerable confusion as to the meaning of "surplus" and "capital," it is clear that these terms do not indicate a res. Rather, they are convenient designations for legislatively prescribed limits as to when dividend payments are proper. The capital stock rule, that the aggregate consideration received for no par stock plus the aggregate value of issued par stock may not be tapped for shareholder distribution, is founded, loosely speaking, on the notion …

Go to article

Corporations-Theory Of Organizational Franchise Taxation- Michigan Franchise Tax, Charles Hansen S.Ed. Jun 1950

Corporations-Theory Of Organizational Franchise Taxation- Michigan Franchise Tax, Charles Hansen S.Ed.

Michigan Law Review

The present inquiry, besides delving into the nature of corporate organizational franchise taxation, will also seek to arrive at a logical theoretical basis for two of the more common types of such levies, and will conclude by examining the pertinent Michigan statutes in the light of such theories.

Go to article

Taxation-Income Tax-Corporation Not Taxable On A Sale Of Property By Stockholders Following Genuine Liquidation Distribution, R. Lawrence Storms S.Ed. Jun 1950

Taxation-Income Tax-Corporation Not Taxable On A Sale Of Property By Stockholders Following Genuine Liquidation Distribution, R. Lawrence Storms S.Ed.

Michigan Law Review

The stockholders of a closely held electric utility corporation offered to sell all the corporate stock to a cooperative competitor. The cooperative countered with an offer to buy a part of the corporation's physical assets. Hoping to avoid a heavy corporate capital gains tax, the stockholders caused the corporation to distribute to them in partial liquidation the property in question, and then executed the previously contemplated sale themselves. The commissioner assessed and collected a capital gains tax from the corporation which then sued and recovered the amount of the tax in the court of claims. On appeal, held, affirmed. …

Go to article

Corporations-Right Of Directors To Enforce At Face Value Claims Against The Corporation Purchased At A Discount During Insolvency, Robert H. Frick S.Ed. Jun 1950

Corporations-Right Of Directors To Enforce At Face Value Claims Against The Corporation Purchased At A Discount During Insolvency, Robert H. Frick S.Ed.

Michigan Law Review

From 1942 to the initiation of bankruptcy proceedings the assets of the debtor corporation were insufficient to pay its liabilities, and, with the exception of 1945, it operated at a deficit. In 1946 the assets of the corporation were sold, and the debtor filed a petition under Chapter XI of the Bankruptcy Act Prior to the filing of the petition, but during the period of insolvency, the respondents, the sister, mother, and a personal friend of a director, acquired debenture bonds of the corporation, primarily from over-the-counter dealers, at 3% to 14% of face value, the aggregate cost being $10,000. …

Go to article

First Prev Next Last