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Articles 901 - 930 of 1014
Full-Text Articles in Business Organizations Law
Corporations-Basis For Preemptive Rights
Corporations-Basis For Preemptive Rights
Michigan Law Review
Defendant corporation's authorized capital stock consisted of 800 shares of common stock, 76 shares of which remained unissued. Over the objection of the plaintiff, the directors of the corporation authorized the issue of 50 shares of the 76 to a salesman in satisfaction of a debt due him from the corporation, the remaining 26 shares to one of the directors for cash with which to meet corporate indebtedness. No contest for corporate control was afoot. No opportunity was given to the shareholders generally to purchase such shares. Later the faction of the individual defendants to whom said 26 shares had …
Massachusetts Trusts And Succession Taxes, Maxwell E. Fead, Milton D. Green
Massachusetts Trusts And Succession Taxes, Maxwell E. Fead, Milton D. Green
Michigan Law Review
Ordinarily, one thinks of trust estates as connected with testamentary dispositions of property, marriage settlements, spendthrift trusts, or other similar "pure" trusts. However, in comparatively recent years, trust estates have assumed a place in active business life, occupying the same general fields of activity as the corporation. Business men early found that the advantages of corporate existence were offset, to a greater or less degree, by corresponding disadvantages, such as compliance with regulations laid down by the state, inflexibility of charter provisions, and particularly increased burdens of taxation. The corporate organization lays itself open to the touch of the state …
The Immunity Of Foreign States When Engaged In Commercial Enterprises: A Proposed Solution, John G. Hervey
The Immunity Of Foreign States When Engaged In Commercial Enterprises: A Proposed Solution, John G. Hervey
Michigan Law Review
Do governments which engage in commercial undertakings assume the civil and criminal liabilities imposed upon private corporations engaged in similar enterprises, or do governments confer sovereign privileges upon their undertakings? Can governments engage in commercial enterprises and thereby escape the liabilities imposed upon private individuals? More particularly, are foreign governments engaged in such undertakings exempt from process in the American courts?
Corporations-Government Owned Corporation Claiming Attributes Of Sovereignty
Corporations-Government Owned Corporation Claiming Attributes Of Sovereignty
Michigan Law Review
That the government or the sovereign can not be sued without its consent has been so often repeated that it has attained the prosaicness of a legal maxim. Even so the doctrine was never so whole heartedly acceded to in the United States as it was in England, and we find the cases setting up at least one notable exception in the United States as to the property of the sovereign.
Right Of Holders Of Preferred Stock To Participate In The Distribution Of Profits, Jay Finley Christ
Right Of Holders Of Preferred Stock To Participate In The Distribution Of Profits, Jay Finley Christ
Michigan Law Review
When, in the management of the affairs of corporate enterprises, a surplus is available for the payment of dividends, the question often arises, "In what proportions is this fund to be distributed, as between holders of common stock and holders of preferred stock?" When the contract, whether in the by-laws, the subscription agreement, the certificate, or any other form, makes clear the intent of the parties, one way or another, such intent is, of course, controlling. But the intent of the parties may not always be clearly expressed, and in the latter event the rights of the parties are determined …
Taxation-Constitutional Law-Classifcation Of Corporations
Taxation-Constitutional Law-Classifcation Of Corporations
Michigan Law Review
The equal protection clause does not detract from the right of the state justly to exert its taxing power or prevent it from adjusting its legislation to differences in situation or forbid classification in that connection, but it does require that the classification be not arbitrary, but based on a real and substantial difference having a reasonable relation to the subject of the particular legislation. Though this is the generally accepted rule as to classification, it has long been recognized by the Supreme Court that the very nature of taxation demands that the legislatures be given the widest sort of …
Recent Important Decisions
Michigan Law Review
A collection of recent important court decisions.
Fidelity Bonds-Does It Pay To Renew Them?
Fidelity Bonds-Does It Pay To Renew Them?
Michigan Law Review
The question is raised by a recent Michigan case, in which the facts are apparently illustrative of a normal practice in modern business. The employer purchases a fidelity bond to indemnify him against loss arising from the financial misconduct of one of his employees. The premium pays for protection, for the year 1928, to the amount of $5,000. A year later payment of a premium of the same amount results in his receiving a "renewal" or "continuation certificate." 'What is the legal, and what the practical, effect of the renewal?
The Influence Of Securities Regulation Upon Standards Of Corporation Financing, Forrest B. Ashby
The Influence Of Securities Regulation Upon Standards Of Corporation Financing, Forrest B. Ashby
Michigan Law Review
During the first years of the present century both promotional and manipulative swindling in connection with stocks and bonds flourished in the face of the obsolescent and poorly enforced fraud laws which were administered by prosecutors and courts inexperienced in corporate finance. It was not until 1911, after the securities problem had been put squarely before it by the state banking commissioner, that the Kansas legislature passed the first blue sky law to check the issuance and sale of unsound corporate obligations. Since 1911 the development of securities legislation has proceeded until at the present time forty-six states have statutes …
Corporations-Consolidation And Merger-Liability For The Obligations Of The Old Company-American Railway Express Company Cases
Michigan Law Review
Following the taking over of the railroads under proclamation of the President dated December 26, 1917, it was suggested by Mr. McAdoo, Director General of Railroads, that various express companies whose contracts with the railroads for transportation of goods pursuant to the general conduct of the express business had been virtually annulled by the proclamation, should form a new corporation, transfer to it property used in the express business and receive in consideration stock in the new company. The Director General made the suggestion to expedite the nation's war time transportation, and it was immediately accepted by the companies. He …
The Massachusetts Trust-Called Partnership, Joint-Stock Company, Corporation By The Courts
The Massachusetts Trust-Called Partnership, Joint-Stock Company, Corporation By The Courts
Michigan Law Review
The so-called Massachusetts Trust, as a form of business organization, had its beginning in England some two hundred years ago, and as trading associations they came to be preferred to corporations, in the early days of their history, for their members lacked the immunity from debts of the concern that corporate shareholders possessed. The business trust, in a rudimentary form, made its initial appearance in Massachusetts in 1827, and due to the current of more or less dissatisfaction with the corporate form of business organization there appears to be a present tendency toward the trust form, though Mr. Cook believes …
Corporations-Repurchase Of Its Own Shares By A Corporation In Performane Of A Promise Forming Part Of The Contract Of Sale
Michigan Law Review
One Rosenthal entered the employ of the defendant corporation for two years at a salary of $10,000.00 per year; $75.00 per week to be paid in cash, and the balance to be paid in stock of the corporation at the end of each year. The contract contained a proviso that if the parties could not, at the end of the second year, reach an understanding for a continuation of the employment, the company would repurchase its shares at their par value. No such agreement was reached, and the company refused to take back its stock. Rosenthal brought his bill in …
Damages-Apportionment Of Punitive Damages In An Action Against Agent And Corporation Jointly
Damages-Apportionment Of Punitive Damages In An Action Against Agent And Corporation Jointly
Michigan Law Review
The recent South Carolina case of Johnson v. Atlantic Coast Line R. Co., presents, it is submitted, an undesirable extension of the rule announced in Goddard v. Grand Trunk R. Co. The latter decided that a corporation or principal is liable in punitive damages for a malicious act of its agent committed in the course of, or in connection with, his duties or employment. The prevailing opinion seems to be that the principal is liable (in exemplary damages) only when he has authorized, participated in, or ratified the act of the agent. or was negligent in the selection of …
Recent Important Decisions
Michigan Law Review
A collection of recent important court decisions.
Power Of Agricultural Co-Operative Associations To Limit Production, Milton J. Keegan
Power Of Agricultural Co-Operative Associations To Limit Production, Milton J. Keegan
Michigan Law Review
Farmers within recent years have recognized the necessity of combining in larger and still larger numbers, and great cooperative farm organizations have been formed, some of them with sales reaching $100,000,000 each year. These organizations in 1923 did a combined business estimated at $2,200,000,000. "Giant marketing associations, covering whole states, and even groups of states, have been organized with startling rapidity in the great cotton and tobacco growing states." Co-operative marketing legislation has given these groups great and far reaching powers to attain the end of making agriculture more profitable and to secure better returns to the producers of farm …
Corporations-Right Of Majority To Amend Charter Under Reserved Right Of State
Corporations-Right Of Majority To Amend Charter Under Reserved Right Of State
Michigan Law Review
As everyone knows, the famous Dartmouth College case established, rightly or wrongly, that a corporate charter is a contract between the state and the corporation and the members of the corporation. Ever since that case the states have sought to avoid the resulting restrictions placed on the power to amend or repeal by the federal Constitution by expressly reserving the power at the time of incorporation.
Recent Important Decisions
Michigan Law Review
A collection of recent important court decisions.
The Corporation Sole
Michigan Law Review
In the recent case of Reid v. Barry, the Florida court stirred among the bones of common law relics to invoke the aid of the corporation sole doctrine, coming to the conclusion that the Roman Catholic Bishop of St. Augustine was a sole corporation, capable of holding property by succession. The ancient learning on this anomalous but useful corporate entity is to be found in Blackstone, Coke, and Grant ; the few reported cases that have appeared since the days of these commentators have in general confirmed what they said. Maitland in delving into its history said; "An ecclesiastical …
Corporations-Debts In Excess Of Statuatory Limit
Corporations-Debts In Excess Of Statuatory Limit
Michigan Law Review
Business Corporations generally have the power to borrow money for the purpose of their ordinary business, and to give the customary evidence of the debt and security therefor. Such power can be limited only by statute or by the charter. Statutes frequently provide that corporations should not incur indebtedness in excess of some particular stated amount, usually a certain proportion of the capital stock. A recent Nebraska case allowed the lender full recovery from the guarantor of corporate notes given in exchange for a loan in excess of the statutory limit, holding that excessive indebtedness does not necessarily invalidate contract …
The Influence Of Control In The Determination Of Partnership Liability, Scott Rowley
The Influence Of Control In The Determination Of Partnership Liability, Scott Rowley
Michigan Law Review
The influence of control in the determination of partnership liability raises many interesting questions. Particularly within the past decade or slightly more it has been considered by the courts, at times with considerable vigor and with little logic or historical background. A perusal of the texts on partnership discloses very little mention of control as a test of partnership. As a rule it has not earned a place in the indices. The digests are almost equally devoid of place for it. In the few older cases where it is considered at all, it is quite often treated as a poor …
Recent Important Decisions
Michigan Law Review
A collection of recent important court decisions.
Conflict Of Laws-Jurisdiction-Foreign Corporation Not Doing Business In The State
Conflict Of Laws-Jurisdiction-Foreign Corporation Not Doing Business In The State
Michigan Law Review
A summons addressed to the defendant corporation was served upon one of its officers at his private residence in Minnesota. The defendant, appearing specially, moved to set aside the service on the ground that it was a foreign corporation not transacting business in the state and that it had empowered no one to accept service of process there in its behalf. The plaintiff contended that the acquisition and ownership of property in Minnesota brought the defendant into the state and under the jurisdiction of its courts. Held, jurisdiction over the corporate property did not give jurisdiction over the corporate …
Recent Important Decisions
Michigan Law Review
A collection of recent important court decisions.
Publicity Of Accounts And Directors' Purchases Of Stock, A. A. Berle Jr.
Publicity Of Accounts And Directors' Purchases Of Stock, A. A. Berle Jr.
Michigan Law Review
Two debates have been carried on in recent years, whose echoes are at present much before the attention both of the public and the courts. The older and quieter one, maintained in the law reviews and in a line of conflicting judicial decisions, concerns the duty, if any, resting on a corporate director who bought or sold shares of stock in his own corporation. The newer and more violent discussion, reverberating through the daily newspapers, the lay magazines, and the financial chronicles, has dealt with corporate accounts; whether they should be public and to what extent; and if not, how …
Recent Important Decisions
Michigan Law Review
A collection of recent important court decisions.
Recent Important Decisions
Michigan Law Review
A collection of recent important court decisions.
Corporations-Default In Filing Annual Report
Corporations-Default In Filing Annual Report
Michigan Law Review
Several thousand corporations, domestic and foreign, organized for profit, doing business in Michigan, were startled by the decision of the supreme court of the state handed down in October, in the case of Mishke v. Eddy Realty Co. (not yet reported).