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Articles 91 - 120 of 134
Full-Text Articles in Business Organizations Law
State Regulation Of Franchising: The Washington Experience, Donald S. Chisum
State Regulation Of Franchising: The Washington Experience, Donald S. Chisum
Washington Law Review
The successful use of franchising as an adjunct to more traditional marketing techniques by business firms seeking nationwide distribution for their products, services, and ideas has stimulated many franchisor abuses. Professor Chisum comprehensively discusses a variety of remedies available to the franchisee seeking relief from franchisor abuses, including remedies provided by the common law, federal and state securities laws, and the federal antitrust laws. The article assesses the relative success and failure of these general remedies in rectifying the specific problems of franchisor abuses. The author then critically examines the Washington Franchise Investment Protection Act which was enacted in 1971 …
A Page Of History, Lehan K. Tunks
A Page Of History, Lehan K. Tunks
Washington Law Review
A book review essay considering The Legitimacy of the Business Corporation in the Law of the United States, 1780-1970, by James W. Hurst (1970).
Corporations—Community Property: Non-Tax Aspects Of The Washington Professional Service Corporation Act.—Ch. 122, Laws Of 1969, Now Codified As Rcw Ch. 18.100 (1969), Anon
Washington Law Review
The purpose of Washington's Professional Service Corporation Act is to provide for the incorporation of an individual or group of individuals to render professional services. Since organizations of professional people under state professional corporation acts will be considered corporations for federal income tax purposes, this development offers potential tax advantages to professional persons who choose to incorporate their practices. However, the Washington statute also raises certain non-tax issues that must be resolved by professional persons seeking to incorporate. Since the tax issues have received extensive and eminent treatment elsewhere, this Note will focus on the less-discussed non-tax issues, and the …
The Financial Provisions Of The New Washingon Business Corporation Act, Part Iii, Richard O. Kummert
The Financial Provisions Of The New Washingon Business Corporation Act, Part Iii, Richard O. Kummert
Washington Law Review
No abstract provided.
The Financial Provisions Of The New Washingon Business Corporation Act, Part Iii, Richard O. Kummert
The Financial Provisions Of The New Washingon Business Corporation Act, Part Iii, Richard O. Kummert
Washington Law Review
No abstract provided.
Income Tax Allocations And Dividends Under The Model Business Corporation Act, Michael D. O'Keefe
Income Tax Allocations And Dividends Under The Model Business Corporation Act, Michael D. O'Keefe
Washington Law Review
Modern dividend statutes, as exemplified by the Model Business Corporation Act, have incorporated many accounting terms. For aid in the complex process of construing such statutes, the courts and commentators have turned to generally accepted accounting principles. Although accounting principles may be helpful in statutory interpretation, they are not determinative. The accounting attitude toward a transaction must still be correlated with the dividend policies inherent in the statute.
Income Tax Allocations And Dividends Under The Model Business Corporation Act, Michael D. O'Keefe
Income Tax Allocations And Dividends Under The Model Business Corporation Act, Michael D. O'Keefe
Washington Law Review
Modern dividend statutes, as exemplified by the Model Business Corporation Act, have incorporated many accounting terms. For aid in the complex process of construing such statutes, the courts and commentators have turned to generally accepted accounting principles. Although accounting principles may be helpful in statutory interpretation, they are not determinative. The accounting attitude toward a transaction must still be correlated with the dividend policies inherent in the statute.
The Financial Provisions Of The New Washington Business Corporation Act [Part 2], Richard O. Kummert
The Financial Provisions Of The New Washington Business Corporation Act [Part 2], Richard O. Kummert
Washington Law Review
Continuing the analysis of the new Washington Business Corporation Act begun in the April 1966 issue of the Review, Professor Kummert explores and compares the asset distribution regulations under the new and old acts
The Financial Provisions Of The New Washington Business Corporation Act [Part 1], Richard O. Kummert
The Financial Provisions Of The New Washington Business Corporation Act [Part 1], Richard O. Kummert
Washington Law Review
The Model Business Corporation Act adopted by Washington during the 1965 Legislative Session becomes effective July 1, 1967. The financial provisions of the New Act are in many respects very complex and will be a matter of concern to local counsel in their efforts to prospectively arrange for the transition from the old to the New Act. The author, in the following pages, which represent the first half of a two-part article, explores the general philosophy, policy decisions and detailed provisions of the financial sections of the New Act. The second half of the article will be published in a …
Business Organizations In The Philippines, Sulpicio Guevara
Business Organizations In The Philippines, Sulpicio Guevara
Washington Law Review
The Philippines is a developing nation, but development has not been as rapid as in other countries devastated by the last world war. Consequently, it is the avowed policy of the Philippines to attract foreign capital and investments, preferably under "joint-business ventures" with Filipino capitalists and entrepreneurs. The greatest deterrent to foreign investment in the Philippines was the foreign exchange controls instituted in 1949 to protect the country's deteriorating foreign exchange international reserve. However, the Central Bank of the Philippines abolished controls on foreign exchange, and business in the Philippines is now operating under a climate of comparative free enterprise.
Joint Ventures In Japan, Carl J. Bradshaw
Joint Ventures In Japan, Carl J. Bradshaw
Washington Law Review
In most aspects of establishment and operation, joint venture corporations do not differ from any other corporate enterprise. A joint venture operating in a foreign country encounters daily problems of negotiable instruments law, property law and insurance law, to name but a few, in the same way that every corporation in that country does. Thus, it may seem presumptuous to write about joint ventures in a particular country unless one is willing and able to produce a comprehensive survey of that country's legal system. There are several areas of the foreign law, however, which are primary, in terms both of …
Choosing The Share Structure Of A Washington Business Corporation, Douglas Shaw Palmer
Choosing The Share Structure Of A Washington Business Corporation, Douglas Shaw Palmer
Washington Law Review
The principals in a business corporation can make part of their investment in the corporation in the form of loans, and they can defer decision on this until after incorporation. They must, however, make some part of their investment in the form of an ownership or share interest, and they must provide for this in their articles of incorporation. For Washington corporations the choice of these provisions is needlessly complicated by the existing Business Corporation Act. And no improvement is in sight under the American Bar Association- American Law Institute Model Business Corporation Act (hereinafter, "Model Act") which is being …
Corporations, J. Gordon Gose
Corporations, J. Gordon Gose
Washington Law Review
Covers recent laws on fiduciary security transfers and oln shareholders' consent in lieu of meeting.
Corporations, Anon
Corporations, Anon
Washington Law Review
Summarizes one case of first impression on a law on ownership control of stock which is issued by a Washington corporation but held in another state by domiciliaries of the latter state.
Corporation Law, J. Gordon Gose
Corporation Law, J. Gordon Gose
Washington Law Review
Covers the Massachusetts Trust Act of 1959 and the Securities Act of Washington.
Corporations, John Hoover
Corporations, John Hoover
Washington Law Review
Covers cases on the right to repurchase shares.
Legal Significance Of "Capital Stock", J. Gordon Gose
Legal Significance Of "Capital Stock", J. Gordon Gose
Washington Law Review
The purpose of this article is to clarify, if possible, these different meanings. In essence, it will be shown that the first meaning, that is, "capital stock" in the sense of "shares", while possibly technically inaccurate is practically unimportant; second, that the concept of "capital stock" as "property" or as a "trust fund" for creditors is, if given a literal meaning, most inaccurate, confusing and unnecessary; and third, that the concept of "capital stock" as an "amount", is the only usage which is useful and correct under the present Washington statute.
Corporations, Arthur T. Lane
Corporations, Arthur T. Lane
Washington Law Review
Covers cases on appraisal statutes—remedies of dissenting shareholders.
Washington Legislation-1955: Corporation Law, Harry M. Cross
Washington Legislation-1955: Corporation Law, Harry M. Cross
Washington Law Review
Covers the law on alien ownership of corporations.
Corporations, William D. Cameron
Corporations, William D. Cameron
Washington Law Review
Covers cases on assumption of obligations of a purchased business and on the power of the president to call stockholder meetings.
Corporations, J. Gordon Gose
Corporations, J. Gordon Gose
Washington Law Review
Covers corporate charitable contributions.
Corporations—Right Of Director To Inspect Corporate Books, Robert F. Brachtenbach
Corporations—Right Of Director To Inspect Corporate Books, Robert F. Brachtenbach
Washington Law Review
P, as a director and stockholder of a corporation, sought a writ of mandamus to compel the corporation's officers to make available for inspection by P certain corporate books and records. The court found that P's purposes in seeking inspection of the records were hostile to the corporation and if consummated would be inimical to the best interests of the corporation. The trial court dismissed P's petition. Held: Affirmed. State ex rel. Paschall v. Scott, 141 Wash. Dec. 62, 247 P.2d 543 (1952).
Corporations—Merger—Lawful Business Purpose, Gordon L. Jaynes
Corporations—Merger—Lawful Business Purpose, Gordon L. Jaynes
Washington Law Review
P, a minority stockholder in Z Corp., voted against a proposed agreement between Z and X Corp., whereby the shareholders of Z, in consideration of payment of $100, were to grant an option for over eighteen months, to purchase all shares of Z. D, a principal stockholder and director in Z, organized Y Corp., in which D was principal stockholder and director. Y had an authorized capitalization including both common and redeemable preferred stock. The directors of Z and Y approved a merger agreement between the two corporations, wherein shareholders of Z received one share of redeemable preferred stock in …
The Charging Order Under The Uniform Partnership Act, J. Gordoln Gose
The Charging Order Under The Uniform Partnership Act, J. Gordoln Gose
Washington Law Review
Substantially the same procedure prevailed throughout the United States under general execution statutes where the successive steps generally consisted of: (1) seizure of some or all of the partnership property under writ of execution; (2) sale of the debtor partner's "interest in the property"; (3) acquisition of the debtor partner's interest "in the property" by the purchaser at the execution sale, subject, however, to the payment of partnership debts and prior claims to the firm against the debtor partner; (4) compulsory dissolution and winding up of the partnership, and (5) distribution to the execution purchaser of the debtor partner's share …
Corporations—Rights Of Preferred Stockholders Upon Dissolution, Louis Rousso
Corporations—Rights Of Preferred Stockholders Upon Dissolution, Louis Rousso
Washington Law Review
A corporation's articles of incorporation provided: "In the event of any liquidation, dissolution or winding up of the Corporation the holders of the preferred stock shall be entitled to be paid in full the par value thereof, and all accrued unpaid dividends thereon [italics added] before any sum shall be paid to or any assets distributed among the holders of the common stock." During the corporation's existence, it had never declared a dividend. Furthermore, there was no surplus on hand at date of dissolution. In an attempt to determine the rights of the respective stockholders, the liquidating trustees of the …
Trust Fund Doctrine Revisited, Part Ii, James R. Ellis, Charles L. Sayre
Trust Fund Doctrine Revisited, Part Ii, James R. Ellis, Charles L. Sayre
Washington Law Review
We have chosen the problem of recovery of unpaid subscriptions to illustrate the influence of the trust fund doctrine in our jurisdiction upon actions by creditors against shareholders.
Trust-Fund Doctrine Revisited [Part I], James R. Ellis, Charles L. Sayer
Trust-Fund Doctrine Revisited [Part I], James R. Ellis, Charles L. Sayer
Washington Law Review
The foundation case in Amenca was an action to restore dividends paid out to shareholders by an insolvent bank, but from limited beginnings the trust-fund doctrine expanded to become a major legal weapon for corporate creditors under a wide variety of conditions. In this discussion we propose to treat separately three major aspects of the trust-fund problem: (1) the status of corporate insolvency, which was a condition precedent to the operation of the rule; (2) the rights of creditors against creditors; and (3) the rights of creditors against shareholders. Our analysis will be confined chiefly to the statutory and case …
The Effect Of The National Bankruptcy Code Upon The Uniform Business Corporations Act, Jennings P. Felix
The Effect Of The National Bankruptcy Code Upon The Uniform Business Corporations Act, Jennings P. Felix
Washington Law Review
The Federal Constitution provides that Congress shall have the power to establish uniform bankruptcy laws. This does not deprive the states of their power to enact insolvency laws but merely suspends the operation of such laws where enforcement would conflict with the Federal Act. Whether an insolvency statute is considered a bankruptcy act depends on whether the debtor is given an absolute discharge. The whole of the state act or merely the discharge portion may be invalid depending upon whether its other sections are inseparably interlaced with the discharge provision. If the highest court of the state declares its discharge …
Administration Of Partnership Estates In Washington: Probate Code V Uniform Partnership Act, John Mcsherry, Jr.
Administration Of Partnership Estates In Washington: Probate Code V Uniform Partnership Act, John Mcsherry, Jr.
Washington Law Review
Were a contest to arise today in Washington between a surviving partner and the administrator or executor of his deceased partner's estate, as, to which has the right to administer the partnership estate (assuming the surviving partner has not complied with the requirements of the Probate Code), each contestant could invoke statutes which apparently support his claim and exclude the other's. The administrator would turn to the Probate Code; the surviving partner, to the Uniform Partnership Act. Our court would then be faced with the task of deciding which should control.
Legal Characteristics And Consequences Of Voting Trusts, J. Gordon Gose
Legal Characteristics And Consequences Of Voting Trusts, J. Gordon Gose
Washington Law Review
Quite frequently it becomes desirable for corporate stockholders to combine the voting power of their stock for a common purpose. The device usually employed to achieve that objective is the voting trust. Under the conventional voting trust arrangement, two or more stockholders transfer the legal title to their stock to a common trustee, who causes new certificates to be issued in his name. The voting trustee then issues voting trust certificates to the beneficial owners of the stock. The terms under which the stock is held in trust are defined by a written voting trust agreement.