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Articles 841 - 870 of 1014

Full-Text Articles in Business Organizations Law

Corporations - Pre-Emptive Rights In Treasury Shares Nov 1933

Corporations - Pre-Emptive Rights In Treasury Shares

Michigan Law Review

Plaintiff, a former shareholder, sued the directors of a corporation for damages arising out of their alleged refusal to allow him pre-emptive rights in stock that had been issued, re-purchased by the corporation from the shareholders, and re-issued by the defendant-directors to themselves. Upon appeal from an order dismissing the complaint for insufficiency, held, that the order be reversed on the law. Hammer v. Werner, (App. Div. 1933) 265 N. Y. S. 172.

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Corporations - Dissenting Stockholder's Suit -Conditional Decree Jun 1933

Corporations - Dissenting Stockholder's Suit -Conditional Decree

Michigan Law Review

The directors and majority stockholders of a Minnesota mining corporation which. needed financing were also the directors and majority stockholders of another Minnesota mining corporation which had a large surplus. They decided to consolidate the two in order to finance the one, offering the stockholders of each corporation a share for share exchange, which would result in the stockholders of the unsuccessful corporation having a 9/16 control of the consolidated corporation. Dissenting stockholders, holding 18/100 of 1% of the total stock in the successful corporation, brought a bill to restrain the consolidation and to have a receiver appointed to take …

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Trusts - For Employees - Definiteness Of Cestui Jun 1933

Trusts - For Employees - Definiteness Of Cestui

Michigan Law Review

The testator by his last will and testament devised a saw mill owned by him to certain trustees, the will reading, "I suggest that my said trustees sell the mill" for a specified price about half the estimated value of the property to a corporation to be organized by "my employees." There was a further provision reading, "I suggest that all the employees who have been in my employment for five years or longer should hold stock in such corporation, should they so desire in such proportions as my trustees shall presence." After the corporation had been organized, the incorporators …

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Bankruptcy -- Fraudulent Conveyances -- Dealings Between One-Man Corporations Owned By One Person May 1933

Bankruptcy -- Fraudulent Conveyances -- Dealings Between One-Man Corporations Owned By One Person

Michigan Law Review

H was president of corporations A, B, and C. Through his control of B and C he secured personal advances approximating $600,000. This money he loaned as personal funds to A which through its directors and officers, in their official capacities, was aware of the source of the funds though not of the exact amounts nor of the fact of unlawful diversion. F bank held certain matured promissory notes of B upon which H had become obligated as guarantor. B and H were in financial difficulties and F bank threatened to throw H into bankruptcy.A thereupon, and …

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Receivers - Consent Receivership Not Allowed In Michigan May 1933

Receivers - Consent Receivership Not Allowed In Michigan

Michigan Law Review

A general creditor filed a bill alleging that the defendant corporation's assets as shown by its books have a value in excess of its indebtedness but that it cannot meet its current obligations although its assets, when converted into money would be sufficient to meet them and continue its business; that several suits have been instituted by defendant's creditors and that if executions are issued and levies made, defendant will be compelled to cease operations and losses will be suffered by all of defendant's creditors, whereas, if a receiver is appointed to operate its business their claims may be paid …

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Corporations - Interference With The Internal Affairs Of A Foreign Corporation Mar 1933

Corporations - Interference With The Internal Affairs Of A Foreign Corporation

Michigan Law Review

The quaint cliché, "interference with the internal affairs of a foreign corporation," has sufficiently dominated judicial decisions to merit an exalted place in what Justice Cardozo has called "the tyranny of tags and tickets." A frequently adopted analysis for the purpose of determining whether the court will hear the cause allegedly involving internal affairs confines the inquiry of the court to the application of a test laid down by the Maryland court about a half century ago.

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Banks And Banking -Trust Companies - Deposit Of Trust Funds By Corporate Trustee In Own Banking Department Feb 1933

Banks And Banking -Trust Companies - Deposit Of Trust Funds By Corporate Trustee In Own Banking Department

Michigan Law Review

The appearance of the corporate fiduciary, the trust company, in the modern banking and business world has, because of its peculiar composite structure, been attended by some confusion in the application to it of certain rules designed for the administration of trusts by private persons as trustees. The trust company maintains a department which acts as trustee, executor under wills, and in such other capacities as a natural fiduciary might assume; and in addition there usually exists, within the same corporate structure, a commercial and savings banking business. Each of these departments is capable of dealing with the other as …

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Trust Receipts Feb 1933

Trust Receipts

Michigan Law Review

That the conflict between the convenience of business and the rigidity of the law continually brings about modifications and expansions of legal doctrine is nowhere better illustrated than in the field of commercial financing. A merchant wishes to purchase goods; he has no funds or available unencumbered property for security; his general credit is too poor to warrant either the manufacturer or a bank in making advances without security. How can the manufacturer give the merchant possession and power of sale of the goods and yet retain a legal hold on them or their proceeds as security for the payment …

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Corporations - Conversion Of Corporate Stock Feb 1933

Corporations - Conversion Of Corporate Stock

Michigan Law Review

The defendant acquired in good faith certain stock certificates, each bearing an indorsement purporting to be that of the plaintiff. The certificates had been stolen from the plaintiff and the indorsements were forged. Upon learning that these certificates were in the possession of the defendant the plaintiff demanded their return, which was refused without qualification. The plaintiff then brought an action of trover to recover as damages the value of the stock. The Appellate Division limited the recovery to damages incurred by way of expenses, profits lost, or otherwise, flowing from the wrongful detention of the certificates as distinguished from …

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Receivers - Individual Incorporating His Assets To Secure Consent Receivership Jan 1933

Receivers - Individual Incorporating His Assets To Secure Consent Receivership

Michigan Law Review

One Robinson, a lumber dealer in Philadelphia, was unable to pay his debts as they matured, but believed that he could satisfy his creditors and leave a surplus if he was not pressed. Neither in federal nor in Pennsylvania practice will a receiver be appointed for an individual. Robinson transferred his property to a Delaware corporation organized by him, receiving in return substantially all of the company's stock. The corporation agreed to assume his debts. A few days later Robinson and a simple contract creditor petitioned a federal district court for Pennsylvania for the appointment of receivers for the corporation, …

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Bills And Notes - Holders In Due Course - Notice To A Corporation Jan 1933

Bills And Notes - Holders In Due Course - Notice To A Corporation

Michigan Law Review

The plaintiff, as assignee of certain negotiable bonds, brought replevin to recover the same from the defendant who had acquired them as collateral on certain loans made to the thieves. The plaintiff proved that blanket notices of the theft had been sent to a number of banks, including the defendant bank, before the bonds were accepted as collateral, thereby raising a presumption that the notice was received by the mailing clerk of the bank. The officers of the defendant trust company denied having seen the notice or having knowledge of it at the time of the acceptance. Held, since …

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Corporations-Validity Of Default Provisions In Trust Mortgages Nov 1932

Corporations-Validity Of Default Provisions In Trust Mortgages

Michigan Law Review

Ordinarily a secured creditor can take action to protect his claim against his debtor. When, however, the creditor is only one of many whose claims are equal in lien and right, it may be undesirable that any single creditor should be able to take independent action. This fact has led draftsmen to insert in corporate mortgages provisions limiting the rights of minority bondholders to take action in the event of default under the mortgage. The use of such provisions has created an apparent hotbed of judicial dissension.

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Burden Of Proof In Rate Cases Involving Inter-Corporate Charges, William E. Treadway Nov 1932

Burden Of Proof In Rate Cases Involving Inter-Corporate Charges, William E. Treadway

Michigan Law Review

The United States Supreme Court has held repeatedly that dealings between intercorporately related companies should be scrutinized closely to prevent any unfair advantage being taken of a subsidiary public utility company by a dominant organization through an exercise of the control inherent in capital stock ownership.1 Yet in an opinion written by Mr. Justice McReynolds in 1923, the court laid down a rule for utilities commissions in rate cases involving intercorporate service-contract charges which, if strictly adhered to, would have sounded the death knell for effective commission regulation.

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Receivers - Liability For Corporate Franchise Taxes Accruing After Appointment Jun 1932

Receivers - Liability For Corporate Franchise Taxes Accruing After Appointment

Michigan Law Review

In a comment appearing in the May issue of the Review (30 MICH. L. REV. 1094), this writer considered the existing conflict of decisions on the question of a receiver's liability for corporate franchise taxes accruing during the period of receivership. The opposing views, as represented by In Re Detroit Properties Co., 254 Mich. 523, 236 N. W. 850 (1931), and Michigan Trust Co. v. Michigan (C. C. A. 6th, 1931) 52 F.(2d) 842, were compared and evaluated. Both decisions were based on the same Michigan statute (2 Comp. Laws 1929, sec. 10140). It was pointed out that the …

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When Is A Corporation Insolvent?, Floyd Mathew Rett May 1932

When Is A Corporation Insolvent?, Floyd Mathew Rett

Michigan Law Review

There is general unanimity that as to real persons "insolvency" means the inability of a debtor to pay his obligations as .they fall due in the usual course of business - even though the value of his assets exceeds the aggregate of his liabilities. But the question - when is a corporation insolvent - the question to which this paper is devoted, is one with very varied answers. The answers may vary both with the nature of the corporation concerned and with the type of transaction involved. There are, however, two conventional definitions of corporate "insolvency," with occasional variations and …

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Corporations - Obligation To Refund Dividends Paid Out Of Capital May 1932

Corporations - Obligation To Refund Dividends Paid Out Of Capital

Michigan Law Review

The general rule is fairly well established that, where dividends are paid, in whole or in part, out of the capital stock, corporate creditors, being such when the dividend was declared, or becoming such at any subsequent time, may, to the extent of their claims, if such claims are not otherwise paid, compel the stockholders to whom the dividend has been paid to refund whatever portion of the dividend was taken out of the capital stock. This, however, has been modified in the federal courts to the extent that where the dividend, although paid entirely out of capital, was received …

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Corporations - Rights And Remedies Of Dissenting Stockholders Upon Consolidation And Merger May 1932

Corporations - Rights And Remedies Of Dissenting Stockholders Upon Consolidation And Merger

Michigan Law Review

Consolidation or merger of private corporations in recent years has been more and more frequent. One of the most engrossing problems when such unions take place is that of the rights and remedies of dissenting shareholders. The question which arises most frequently in cases of consolidation or merger, and that in the solution of which, paradoxicaIIy, our courts tend to expend the least amount of legal acumen, is whether the consolidation or merger of corporations operates to dissolve the constituent corporations in such a manner as materially to affect the rights of the shareholders in those corporations.

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Receivers -Liability For Corporate Franchise Taxes Accruing After Appointment May 1932

Receivers -Liability For Corporate Franchise Taxes Accruing After Appointment

Michigan Law Review

General business conditions of the last three years have made the field of receivership law an extremely interesting and important one to that portion of the bar which has been picking up the pieces left by the debacle of 1929. The widespread liquidation and dissolution of great business organizations has been effected in large part through the medium of the receivership. One of the more difficult problems arising in connection with such receiverships has been the liability of the receiver for franchise taxes. Such taxes have been held to be not property levies but excises on the privilege to carry …

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Corporations-Service Of Process On Subsidiary To Bind Parent May 1932

Corporations-Service Of Process On Subsidiary To Bind Parent

Michigan Law Review

In a suit against the defendant the only service was that on a domestic subsidiary of the defendant. The defendant challenges the jurisdiction of the court on the ground that it has no "place of business" within the district. Held, whether the service was good raises a fact question; on the evidence the defendant so far ignored the separate entity of its subsidiary as to permit it to be served with process by service on its subsidiary as its agent. Gray v. Eastman Kodak Co., 53 F.(2d) 864 (1930).

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Corporations - Corporate Reorganization Under Charter Agreement -Validity Of Enabling Statutes Apr 1932

Corporations - Corporate Reorganization Under Charter Agreement -Validity Of Enabling Statutes

Michigan Law Review

That reorganization is vexatious, frequently long drawn out and costly, is universally conceded. In the absence of statutory provisions, the only known judicial process whereby a court may set a reorganization in motion is a foreclosure and sale, or sale by court decree in an equity receivership. In most cases the real and only purpose of a reorganization is to work out a capital structure which the business of the corporation will support, hence, the sale under foreclosure or by court decree is a device rather than an independent end. As a result, much confusion and uncertainty exist under the …

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Expanding Principles Of Jurisdiction Apr 1932

Expanding Principles Of Jurisdiction

Michigan Law Review

In the recent case of Frank S. Young Co. v. McNeal-Edwards Co., the plaintiff, a Massachusetts corporation, purchased a quantity of oil from the defendant, a Virginia corporation, the vendee to return the oil drums. Alleging a breach of warranty, the plaintiff filed suit in Massachusetts, gaining jurisdiction by attachment of the oil drums. Subsequently the defendant filed suit for conversion of these oil drums, upon which the plaintiff dropped his first suit and started this suit in the federal court by a service of process upon the attorney of record of the defendant in its suit as provided …

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Corporations -Apportionment Of Part Payment Of Purchase Price Of Stocks Bought In A Unit Apr 1932

Corporations -Apportionment Of Part Payment Of Purchase Price Of Stocks Bought In A Unit

Michigan Law Review

The defendant corporation entered into contracts for the sale of stock in blocks of three shares, two shares of first preferred at fifty dollars each par value and one share of second preferred at fifty dollars par value, the three shares to be sold in a unit for one hundred and thirty-five dollars. The contract contained an agreement that after six monthly payments had been made on the stock, upon default of the remaining payments the corporation would issue certificates of indebtedness for the amount paid in. In the dissolution of the corporation and the distribution of the assets, the …

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Corporations - Issue Of Stock Apr 1932

Corporations - Issue Of Stock

Michigan Law Review

The Eastman Kodak Company, a New Jersey corporation, entered into a contract with Vereinigte Fabriken Photagraphischer Papiere of Dresden, a German corporation, whereby it was agreed that the German company would discontinue the manufacture and sale of "Collodion papers" in North America, Great Britain, France, Spain, and Portugal and that those territories would be given over exclusively to the Eastman Company for the manufacture and sale of this paper. In consideration of this concession the Eastman Company issued 28,450 shares of its no par stock to the German company. This stock was later seized by the United States Alien Property …

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Corporations - Rights Of Bondholder Under A Trust Indenture Apr 1932

Corporations - Rights Of Bondholder Under A Trust Indenture

Michigan Law Review

Plaintiff was the owner of bonds issued by the defendant real estate corporation which were secured by real estate mortgages in the control of a trustee under a trust indenture to which reference was made in the bonds. The indenture provided, "no holder . . . shall have any right to institute any suit, action or proceeding at law or in equity or take any other steps or proceedings for any remedy hereunder," unless 25 per cent of the holders shall have requested the trustee to exercise the powers granted and the trustee thereafter fails or refuses to proceed. Plaintiff, …

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Limitation Of Diversity Jurisdiction In Cases Affecting Foreign Corporations, Gustavus Ohlinger Apr 1932

Limitation Of Diversity Jurisdiction In Cases Affecting Foreign Corporations, Gustavus Ohlinger

Michigan Law Review

On February 29, 1932, President Hoover sent to the Senate and House of Representatives a message recommending that the jurisdiction of federal courts based on diversity of citizenship be modified by "providing that where a corporation, organized under the laws of one State, carries on business in another State it shall be treated as a citizen of the State wherein it carries on business as respects suits brought within that State between it and the residents thereof arising out of the business carried on in such State."

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Corporations - Insolvency - Statutes Giving Priority To Wage Claims Apr 1932

Corporations - Insolvency - Statutes Giving Priority To Wage Claims

Michigan Law Review

Statutes giving liens or preferences to wage claims upon the insolvency of corporations are found among the laws of many states. In reference to the priority established, these statutes can be divided into three classes: those specifically stating that the lien or preference created shall be prior to all other claims not secured by specific liens, those specifically stating that wage claims shall be superior to all other claims upon the property of the corporation, including mortgages, and those making wage claims a lien or preferred debt to be paid "before any other debt or debts." Under this last type …

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Equitable Limitations On Statutory Or Charter Powers Given To Majority Stockholders, Norman D. Lattin Mar 1932

Equitable Limitations On Statutory Or Charter Powers Given To Majority Stockholders, Norman D. Lattin

Michigan Law Review

The object of this paper is to examine certain fundamental corporate changes which statutes or articles frequently authorize majority stockholders, or a certain proportion of all, to bring about, and to ascertain whether courts have looked simply to the literal wording of the authority and have sanctioned the action if in accord with the statute or whether they have implied equitable restrictions in spite of apparently unlimited authority in the statute or articles. How far, for example, have courts gone in the direction of the business man's idea that the corporation, after all, is a democratic affair, and that the …

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A Comparative Study Of The Laws Of The Philippine Islands And Of The United States Of America Applicable To Private Corporations, Emilio M. Javier Jan 1932

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 …

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Corporations - Service Of Process On A Subsidiary Corporation Doing Business In The State In An Action Against A Foreign Corporation Jan 1932

Corporations - Service Of Process On A Subsidiary Corporation Doing Business In The State In An Action Against A Foreign Corporation

Michigan Law Review

The Freeport Texas Company, a Delaware corporation, owned all of the stock of the Freeport Sulphur Company, a Texas corporation, except a few qualifying shares. The directorates of the two corporations were interlocking; officers of the parent corporation occupied identical positions in the subsidiary; and common offices were occupied in New York. It also appeared that the board of the Texas corporation only passed on local operating matters and ratified ordinary contracts. The sales end of the organization was operated from New York and the board had no control over it. The fixing and payment of salaries, the amount of …

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Corporations - Chattel Mortgages - Consent Of Stockholders Dec 1931

Corporations - Chattel Mortgages - Consent Of Stockholders

Michigan Law Review

The claimant held a chattel mortgage on certain fixtures, the property of a corporation in which the bankrupt held a controlling interest. The validity of the mortgage was challenged by the trustee for the reason that it had been executed in disregard of the statutory requirements. It was admitted that the assent of the stockholders was not formally expressed, but it appeared that the requisite number of stockholders had, in fact, assented. Held, that the mortgage is void since it did not have the statutory consent to its execution, the fact of actual consent being immaterial. In re Joseph …

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