Open Access. Powered by Scholars. Published by Universities.®
- Discipline
-
- Securities Law (147)
- Bankruptcy Law (63)
- Tax Law (48)
- State and Local Government Law (46)
- Contracts (35)
-
- Jurisdiction (33)
- Litigation (31)
- Legislation (27)
- Taxation-Federal (24)
- Banking and Finance Law (23)
- Torts (23)
- Estates and Trusts (21)
- Law and Economics (21)
- Criminal Law (20)
- Common Law (17)
- Constitutional Law (17)
- Labor and Employment Law (17)
- Antitrust and Trade Regulation (15)
- Comparative and Foreign Law (15)
- Agency (11)
- Civil Procedure (11)
- Conflict of Laws (11)
- Property Law and Real Estate (11)
- European Law (10)
- Insurance Law (10)
- Legal History (10)
- Legal Remedies (10)
- Administrative Law (9)
- Keyword
-
- Corporations (83)
- Fraud (34)
- Shareholders (25)
- Delaware (23)
- Liability (21)
-
- Liquidation (21)
- Reorganization (21)
- New York (20)
- Insolvency (17)
- Corporate governance (16)
- Michigan (15)
- Corporation (14)
- Creditors (14)
- Law reform (14)
- Stockholders (14)
- Securities and Exchange Commission (13)
- Book reviews (12)
- Dissolution (12)
- Dividends (12)
- Incorporation (12)
- Stockholder (12)
- Negligence (11)
- Partnership (11)
- Compensation (10)
- Impact of Sarbanes-Oxley on Doing Business (10)
- Income tax (10)
- New Jersey (10)
- Obligations (10)
- Symposia (10)
- Board of directors (9)
- Publication Year
Articles 211 - 240 of 596
Full-Text Articles in Business Organizations Law
Corporations-Officers And Directors-Validity Of Voting Agreements To Continue Shareholders As Directors, John F. Dodge
Corporations-Officers And Directors-Validity Of Voting Agreements To Continue Shareholders As Directors, John F. Dodge
Michigan Law Review
Plaintiff, the president of a corporation and owner of 31½ of the 100 shares of corporate stock outstanding, brought an action against A, the vice-president who owned 48½ shares, and B, the owner of the remaining 20 shares, for specific performance of an oral agreement between the plaintiff and A that the plaintiff and a third person, X, should be continued as directors. The vice-president, A, had allied himself with B, and in disregard of the agreement had served notice requesting a stockholders' meeting for the purpose of removing the plaintiff and X as directors. …
Corporations-Indemnification Of Management For Litigation Expenses, Chester F. Relyea S.Ed.
Corporations-Indemnification Of Management For Litigation Expenses, Chester F. Relyea S.Ed.
Michigan Law Review
Two recent decisions concerning the right of a successful director-defendant to seek corporate indemnification for litigation expenses are significant because they interpret not only the relevant statutes of New York and Delaware, but also language which exists in the statutes of several other states and which as yet has not been construed by the courts of those states. These cases indicate the desirability of a general survey of such indemnification practice at common law and under statutes.
Corporations--Capital And Stock-Right Of Employee To Receive Stock Dividend Under Stock Purchase Agreement, John E. Riecker S.Ed.
Corporations--Capital And Stock-Right Of Employee To Receive Stock Dividend Under Stock Purchase Agreement, John E. Riecker S.Ed.
Michigan Law Review
Defendant's decedent, X, was executive vice-president and treasurer of plaintiff corporation. Intending to increase X's compensation, plaintiff drew up a plan calling for the sale of 100 shares of plaintiff's stock to X, plaintiff to have a lien on the stock certificate made out in X's name and the right to credit all dividends declared on the stock against its purchase price until fully paid. X was granted the right to vote the stock and to receive the dividends declared after full payment. The agreement specifically provided that X was not entitled to possession of the …
Corporations-Shareholders-Settlement Of Derivative Suits Under The Federal Rules, George S. Flint
Corporations-Shareholders-Settlement Of Derivative Suits Under The Federal Rules, George S. Flint
Michigan Law Review
Plaintiff, a minority stockholder in the Kaiser-Frazer Corporation, objected to the approval by a federal district court of a settlement in a stockholder's derivative action against various directors of the company and several firms in which they were interested. The compromise covered a series of similar suits filed in state and federal courts, involving contracts negotiated by the directors with defendant companies and alleged manipulations through security purchases preceding a projected issue of stock in 1948. The court had approved the compromise under rule 23(c) of the Federal Rules of Civil Procedure. Plaintiff contended that the settlement was collusive and …
Corporations-Ultra Vires Acts-Gifts To Educational Institutions, Judson M. Werbelow S.Ed.
Corporations-Ultra Vires Acts-Gifts To Educational Institutions, Judson M. Werbelow S.Ed.
Michigan Law Review
Plaintiff, a New Jersey corporation, was engaged in the manufacture and sale of valves, fire hydrants and other special equipment for use in water and gas industries. The company employed about 300 persons at its plant in New Jersey. In 1951 the board of directors adopted a resolution appropriating $1,500 as a donation to Princeton University for university maintenance. When this appropriation was questioned by certain stockholders, the company instituted a declaratory judgment action to determine whether the proposed donation was ultra vires. The lower court ruled that the donation was intra vires. On appeal, held, affirmed. The gift …
Corporations - Officers And Directors - Liability For Realizing Less Than Full Value From Sale Of Corporate Assets On Dissolution, Howard N. Thiele, Jr.
Corporations - Officers And Directors - Liability For Realizing Less Than Full Value From Sale Of Corporate Assets On Dissolution, Howard N. Thiele, Jr.
Michigan Law Review
The defendants were directors, officers, and sole stockholders of a corporation engaged in the business of wholesaling electrical supplies. The business gradually declined until the corporation was no longer able to meet maturing obligations, even though expenses had been cut to a minimum. After trying unsuccessfully to borrow more money the defendants decided to wind up the business. Faced with several possible methods of liquidation, they chose to sell the assets at an open auction sale. The net proceeds of the sale were about $20,000, while the cost of the inventory had been at least $60,000. The creditors, through the …
Corporations - Effect Of Domestication Statute On Foreign Corporations, J. David Voss S.Ed.
Corporations - Effect Of Domestication Statute On Foreign Corporations, J. David Voss S.Ed.
Michigan Law Review
Plaintiff brought suit to enjoin the collection of a state tax on intangibles consisting of stocks held by plaintiff in domesticated foreign corporations. The lower court enjoined the defendant, a county treasurer, from collecting the tax. On appeal, held, reversed, three judges dissenting. A foreign corporation which has complied with the Nebraska domestication statute is a foreign corporation for purposes of the Nebraska intangibles tax. Omaha Nat. Bank v. Jensen, (Neb. 1953) 58 N.W. (2d) 582.
Corporations - Sale Of Assets As A Means Of Avoiding State Constitutional Limitation On Corporate Life, Judson M. Werbelow
Corporations - Sale Of Assets As A Means Of Avoiding State Constitutional Limitation On Corporate Life, Judson M. Werbelow
Michigan Law Review
Defendant, a Michigan corporation, was incorporated in 1923 for a term of thirty years, the maximum term permitted by the Michigan constitution. Shortly before this thirty-year term was to expire, majority and minority stockholders engaged in unsuccessful negotiations, each group attempting to purchase the other's interest in the corporation. A special stockholders' meeting was then called to consider a proposed renewal of the corporate term. This proposal failed to gamer the vote of two-thirds of the outstanding shares which was required for approval. The attorneys representing the majority shareholders proceeded to organize a dummy corporation, which in tum offered the …
Federal Procedure - Venue Of Corporations - Inapplicability Of 28 U.S.C. §1391 (C) To Removal Actions, George B. Berridge S.Ed.
Federal Procedure - Venue Of Corporations - Inapplicability Of 28 U.S.C. §1391 (C) To Removal Actions, George B. Berridge S.Ed.
Michigan Law Review
Plaintiff, a resident of Florida, brought a libel action in a Florida court against the publisher of Look, an Iowa corporation. Defendant maintained no office in Florida, and sold its magazines to two independent wholesale companies for distribution to . Florida retailers; it was on an agent of one of these wholesalers that process was originally served. However, defendant did employ a "circulation road man," who traveled throughout several states including Florida to check retail outlets for complaints and to see that proper displays were maintained. Defendant removed the action to the Federal District Court for the Southern District …
Taxation - Federal Income Tax - Exchange Of Debentures For Preferred Stock As Tax-Free Reorganization, Raymond R. Trombadore S.Ed.
Taxation - Federal Income Tax - Exchange Of Debentures For Preferred Stock As Tax-Free Reorganization, Raymond R. Trombadore S.Ed.
Michigan Law Review
Plaintiff held common and preferred stock of the Gulf States Paper Corporation. In 1942 plaintiff received new debentures in exchange for his preferred stock, pursuant to a plan for the recapitalization of the company whereby the entire 25,000 shares of previously outstanding preferred stock (including plaintiff's 208 shares) were exchanged for new debentures of like value. In 1950 the Commissioner assessed an income tax deficiency against plaintiff, determining that the redemption and cancellation of the preferred stock represented a distribution essentially equivalent to the distribution of a dividend and taxable under section 115(g)(1) of the Internal Revenue Code. Plaintiff sued …
Corporations - Securities Act Of 1933 - Stock Sale To Employees As A Public Offer, Paul B. Campbell S.Ed.
Corporations - Securities Act Of 1933 - Stock Sale To Employees As A Public Offer, Paul B. Campbell S.Ed.
Michigan Law Review
The Securities and Exchange Commission sued to enjoin defendant corporation from offering stock for sale to its employees without first complying with the registration requirements of the Securities Act of 1933. Defendant claimed that its offer was not a public offer and therefore it came under a class of transactions which were exempt from the registration requirements. The offer was made to about 500 of the company's 7,000 employees. The company classified the offer as one made only to ''key employees." The court of appeals affirmed the trial court's judgment for defendant. On certiorari, held, reversed, two justices dissenting. …
Corporations - Effect Of A Provision In Articles Of Incorporation Permitting The Counting Of Interested Directors For Quorum Purposes, James W. Callison S.Ed.
Corporations - Effect Of A Provision In Articles Of Incorporation Permitting The Counting Of Interested Directors For Quorum Purposes, James W. Callison S.Ed.
Michigan Law Review
Plaintiffs, minority stockholders, sought to restrain the consummation of a merger agreement between defendant Mayflower and Hilton corporations because the plan had not been approved by a quorum of disinterested directors of Mayflower. Defendants relied upon a provision in Mayflower's articles of incorporation which stated that " . . . any director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this Corporation for the purpose of authorizing any contract or transaction [between this Corporation and any other corporation in which any director or officer of this Corporation is pecuniarily …
"Fair And Equitable" Distribution Of Voting Power Under The Public Utility Holding Company Act Of 1935, Leo W. Leary
"Fair And Equitable" Distribution Of Voting Power Under The Public Utility Holding Company Act Of 1935, Leo W. Leary
Michigan Law Review
In the Public Utility Holding Company Act of 1935 Congress gave the Securities and Exchange Commission the task of investigating voting power distribution among security holders in electric and gas holding companies and their subsidiaries. If the Commission finds that the corporate structure or continued existence of any company in a holding company system "unfairly or inequitably" distributes voting power among the investors in the system, it is the Commission's duty to order the offending corporation to take "such steps as the Commission shall find necessary" to cure this condition. This paper is an attempt to ascertain what the Commission …
Corporations - Shareholders - Right To Bring Derivative Action For Treble Damages Under Antitrust Laws, William K. Davenport S.Ed.
Corporations - Shareholders - Right To Bring Derivative Action For Treble Damages Under Antitrust Laws, William K. Davenport S.Ed.
Michigan Law Review
Plaintiff, owner of 50 percent of the stock in a theater corporation, brought a derivative action in federal court for treble damages for loss of profits allegedly suffered from defendant's violation of the antitrust laws. The district court sustained defendant's motion to dismiss. On appeal to the court of appeals, held, reversed and remanded. Under the new federal rules, a stockholder may bring a derivative action for treble damages under the antitrust laws. Fanchon & Marco, Inc. v. Paramount Pictures, Inc., (2d Cir. 1953) 202 F. (2d) 731.
Corporations-Appointment Of Receiver Solely For The Purpose Of Bringing Suit, William A. Bain, Jr. S.Ed.
Corporations-Appointment Of Receiver Solely For The Purpose Of Bringing Suit, William A. Bain, Jr. S.Ed.
Michigan Law Review
An ex parte petition was filed by a minority stockholder of a foreign corporation requesting the appointment of a special receiver for certain claims of the corporation against resident fiduciaries. The claims, which had not been prosecuted by the corporation, were about to be barred by the statute of limitations. A receiver was appointed and brought suit. The corporation appeared specially requesting that the order be set aside. Held, motion denied. A court of equity has inherent power to appoint a receiver for the assets of a foreign corporation in an ex parte proceeding instituted by a minority stockholder. …
Corporations--Officers And Agents-Authority Of Manager To Enter Into A Lifetime Employment Contract, Peter Van Domelen S.Ed.
Corporations--Officers And Agents-Authority Of Manager To Enter Into A Lifetime Employment Contract, Peter Van Domelen S.Ed.
Michigan Law Review
In 1924, the plaintiff, while working as an employee of the defendant corporation, suffered an injury which resulted in the loss of his leg. During his period of convalescence the plaintiff was visited by the district superintendent of the defendant corporation and was assured that the corporation would pay for his medical expenses and furnish him with a lifetime job in exchange for his promise to forbear from suit. Upon recovery, the plaintiff returned to work and served the defendant in various capacities until 1949, at which time he was discharged without cause. The plaintiff brought an action to recover …
Corporations-Power Of Legislature To Revive Corporate Charter, John S. Slavens S.Ed
Corporations-Power Of Legislature To Revive Corporate Charter, John S. Slavens S.Ed
Michigan Law Review
Defendant, a New York corporation, was engaged in operating steamboats for sightseeing purposes below Niagara Falls. Defendant was incorporated in 1892 for a term of fifty years, the maximum then permitted by statute. Through inadvertence the charter was not renewed in 1942. The corporation continued in its regular course of business, and in 1947 when the oversight was discovered, the board of directors, with the approval of three-fourths of the shareholders, immediately revived the corporation under a statutory provision enacted in 1944. Plaintiffs, shareholders of the corporation, claimed that application of the provision was an unconstitutional deprivation of their rights …
Federal Procedure-Applicability Of State Decisional Law Interpreting State Statutes Of Limitations Under Section 11 (E) Of The Bankruptcy Act, Charles E. Oldfather S.Ed
Federal Procedure-Applicability Of State Decisional Law Interpreting State Statutes Of Limitations Under Section 11 (E) Of The Bankruptcy Act, Charles E. Oldfather S.Ed
Michigan Law Review
Plaintiff is the trustee in bankruptcy of a Virginia corporation whose petition for reorganization under chapter X of the Bankruptcy Act was approved by a Virginia federal district court in 1942. Plaintiff filed this action in a New York federal district court under section 11 (e) of the Bankruptcy Act against defendant, the principal stockholder, and others for breach of fiduciary duty. The alleged breaches of duty occurred in 1927 and 1929. The defendant pleaded the New York statute of limitations and contended that it should be applied as interpreted by New York decisions, which hold that the statute begins …
Corporations-Officers And Directors-Effect Of Statutes On Contracts Between Corporations With Common Directors, William K. Davenport S.Ed.
Corporations-Officers And Directors-Effect Of Statutes On Contracts Between Corporations With Common Directors, William K. Davenport S.Ed.
Michigan Law Review
Legislative policy-making on the subject of contracts between corporations having interlocking directorates has required a balancing of the interest of corporate enterprise in the flexibility of business relations against the interest of minority shareholders in protection against self-dealing by corporate managers.
Corporation-Officers And Directors-Relationship Between Cumulative Voting And Removal Provisions, John W. Hupp S.Ed.
Corporation-Officers And Directors-Relationship Between Cumulative Voting And Removal Provisions, John W. Hupp S.Ed.
Michigan Law Review
Respondent corporation adopted a bylaw providing for removal of a director, with or without cause, by majority vote of the stockholders. The corporation subsequently amended its charter to provide for cumulative voting at all elections of directors. At a meeting of the stockholders and directors, one director was removed without cause by majority vote of the stockholders and another director elected in his place over the objection of petitioner, a minority stockholder owning 40% of the outstanding stock. On petitioner's application to have the election set aside, held, election invalidated and set aside. Adoption of the cumulative voting provision …
Corporations-Right Of Hostile Stockholder And Director To Examinethe Books And Records Of Corporation, Charles R. Gibson S.Ed.
Corporations-Right Of Hostile Stockholder And Director To Examinethe Books And Records Of Corporation, Charles R. Gibson S.Ed.
Michigan Law Review
Plaintiff was a minority stockholder and director in Pascal Company. She sought to inspect the books and records of the corporation relating to marketing practices, sales and customers, but was prevented from doing so by the defendant, who is the president and majority stockholder of the corporation. Plaintiff thereupon brought an action for a writ of mandamus to compel the defendant to permit such inspection. The defense was that plaintiff had a scheme to interfere with, harass and sabotage the business by contacting distributors and customers, and by making information regarding the business available to competitors. The lower court dismissed …
Taxation-Federal Income Tax-Status Of Payment Of Corporate Liability By Stockholder Subsequent To Liquidation, George V. Burbach S.Ed.
Taxation-Federal Income Tax-Status Of Payment Of Corporate Liability By Stockholder Subsequent To Liquidation, George V. Burbach S.Ed.
Michigan Law Review
Petitioners, from 1937 to 1940, received distributions from the liquidation of a corporation of which they were stockholders and reported the profits thus obtained, classifying them as capital gains pursuant to I.R.C., §115. In 1944, a judgment was rendered against the corporation. Petitioners, as transferees, paid the judgment and took a deduction of 100 per cent, classifying the amount paid as an ordinary business loss. The Commissioner took a contrary position, and held the payment a capital loss. The Tax Court upheld the petitioners' contention but the court of appeals reversed. On appeal, held, affirmed, three Justices dissenting. The …
That Pierced Veil-Friendly Stockholders And Enemy Corporations, Norman S. Fink
That Pierced Veil-Friendly Stockholders And Enemy Corporations, Norman S. Fink
Michigan Law Review
Consider, if you will, the position of Mr. A, an ordinary resident of Suburbia, Long Island, New York, U.S.A., who on the advice of his stock broker that he has an opportunity to buy a "growth" stock, invests $5,000 in 100 shares of X company, organized under the laws of Switzerland. The World erupts into another tragic war and Mr. A receives peremptory demand from his government to turn over his shares to it. He learns that his investment gives aid and comfort to the enemy since X company, apparently a non-belligerent enterprise in a neutral country, is alleged …
Corporations-Dissolution -Rights Of Members Of Nonprofit Corporation On Distribution Of Assets, John W. Hupp S.Ed.
Corporations-Dissolution -Rights Of Members Of Nonprofit Corporation On Distribution Of Assets, John W. Hupp S.Ed.
Michigan Law Review
Defendant association was incorporated in 1921 on a nonstock basis for the purpose of maintaining a club for social enjoyment. The association never maintained such a club, however, but rather operated a plan whereby "funeral benefits" were paid to the heirs of deceased members. At a special meeting on March 7, 1946, a plan was adopted for final distribution of the assets of the association among its members "on a basis for each month a member has been a member of the association." At a subsequent meeting, the members unanimously adopted a resolution to divide the association funds among its …
Corporations - Stock Options - Requirements Of Consideration For Employee Options, George D. Miller, Jr. S.Ed.
Corporations - Stock Options - Requirements Of Consideration For Employee Options, George D. Miller, Jr. S.Ed.
Michigan Law Review
The Delaware court, in two recent decisions, has indicated what may be an increasingly strict attitude toward employee stock options, particularly when granted to executive officers or directors. It will be the purpose of this comment to examine the significance of these decisions, and to attempt to determine the extent of the change wrought by them.
Federal Procedure-Venue Of Corporations-Applicability Of 28 U.S.C. §1391(C) To Plaintiff Corporations, Charles E. Oldfather S.Ed.
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. …
Corporations-Officers And Directors-Fiduciary Duty Of Officer Purchasing Stock From Shareholder, Walter H. Weiner
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.
The Second Circuit Reaffirms The Efficacy Of Restrictive Stock Agreements To Control Estate Tax Valuation, Edmund W. Pavenstedt
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 …
Corporations-Securities Exchange Act Of 1934-Equitable Principles As A Bar To Short Swing Recovery Under Section 16(B), Edward D. Goldstein S. Ed.
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 …
Constitutional Law-Civil Procedure-Due Process Requirements For State Jurisdiction Over Foreign Corporations, Richard D. Rohr
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 …