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Articles 271 - 300 of 596
Full-Text Articles in Business Organizations Law
Corporations-Appraisal Statutes-What Constitutes A Written Objection To Corporate Merger Scheme, Daniel A. Isaacson
Corporations-Appraisal Statutes-What Constitutes A Written Objection To Corporate Merger Scheme, Daniel A. Isaacson
Michigan Law Review
Plaintiff sent a letter to the president of a corporation, in which he held stock, revoking his proxy and stating that he would vote against a proposed merger with defendant corporation. Later, plaintiff demanded payment of the fair value of his shares pursuant to an appraisal statute which so permitted if a stockholder, dissatisfied with a merger plan," . . . objected thereto in writing . . . . " Held, the letter constituted a sufficient written objection for purposes of this statute. Wiswell v. General Waterworks Corporation, (Del. Ch. 1949) 66 A. (2d) 424.
Corporations-Elections-Judicial Actions Of Inspectors Of Elections, Colvin A. Peterson, Jr. S. Ed.
Corporations-Elections-Judicial Actions Of Inspectors Of Elections, Colvin A. Peterson, Jr. S. Ed.
Michigan Law Review
If the modern cases are to be judged in light of what the courts say, it is probable that Judge Tilghman's views are the weight of authority. While a few courts frankly admit that inspectors do act judicially at times, most of the courts continue to define the actions of the inspectors in ministerial terms. However, there are two areas within which the inspectors may exercise such unusual powers that they may be called judicial, namely, those relating to the ascertainment of (1) the validity of proxies and (2) title to stock. The scope of this comment is confined to …
Corporations--By-Laws--Restrictions On Transfer Of Bank Stock, Hugh B. Muir
Corporations--By-Laws--Restrictions On Transfer Of Bank Stock, Hugh B. Muir
Michigan Law Review
Plaintiff received thirty shares of bank stock by bequest. Before she presented the shares to the bank for transfer, the stockholders, by a majority vote (plaintiff dissenting), amended the by-laws so as to limit to certain classes the persons to whom the bank stock could be transferred, whether by transfer inter vivos, will, or descent. A mandamus proceeding was initiated against the bank to compel a transfer of the shares free of the restrictions. On defendants' appeal from a ruling denying a motion to quash an alternative writ, held, affirmed. The restrictions sought to be imposed were not authorized …
Corporations-Applicability Of General Corporate Dissolution Procedure To Associations Organized Under Building And Loan Act, Howard W. Haftel S.Ed.
Corporations-Applicability Of General Corporate Dissolution Procedure To Associations Organized Under Building And Loan Act, Howard W. Haftel S.Ed.
Michigan Law Review
Building and loan associations are organizations designed for the general purpose of accumulating by gradual payments of their members a fund to be invested primarily in loans on real estate. At present these organizations almost invariably are corporations for profit. Because of their economic importance these associations have long been regarded as affected with a public interest and therefore subject to a higher degree of regulation than would be sustained in the case of ordinary profit-making corporations. Special legislation is necessary because building and loan associations differ widely from other corporations in financial structure and operation.
Corporations-General Effect Of Statutes Prohibiting Corporate Loans To Directors, Officers And Stockholders, Paul W. Eaton, Jr.
Corporations-General Effect Of Statutes Prohibiting Corporate Loans To Directors, Officers And Stockholders, Paul W. Eaton, Jr.
Michigan Law Review
Over the years a number of states have felt that loans by private corporations to their directors and stockholders should be regulated to protect the interests of creditors and, in many cases, stockholders. At present, twenty-two states have statutes which either absolutely prevent such loans or else limit their scope, and this number will probably increase. A typical statute may be found in New Jersey: "No corporation shall loan money to a stockholder or officer thereof. If any such loan be made the officers who make it, or assent thereto, shall be jointly and severally liable, to the extent of …
Taxation--Income Tax--Family Partnerships--Application Of The Tower-Lusthaus Doctrine, Earl R. Boonstra S.Ed.
Taxation--Income Tax--Family Partnerships--Application Of The Tower-Lusthaus Doctrine, Earl R. Boonstra S.Ed.
Michigan Law Review
Respondent and his four sons formed a partnership in 1939. The sons contributed cattle and property purchased from respondent who accepted their notes in return. Subsequently, part of the notes were forgiven and part paid from shares of the firm proceeds. A firm bank account was opened on which all members could draw. It was planned that all the sons would render substantial services to the partnership. However, the plan was disrupted when the two eldest were called to military duty, and the two minor sons continued their education. A partnership return was filed for 1940. The Commissioner determined a …
Corporations-Shareholders' Derivative Suits-When Demand On Shareholders Is A Prerequisite To Maintenance Of Suit, Thomas L. Waterbury S.Ed.
Corporations-Shareholders' Derivative Suits-When Demand On Shareholders Is A Prerequisite To Maintenance Of Suit, Thomas L. Waterbury S.Ed.
Michigan Law Review
A shareholder's derivative suit is an equity proceeding instituted by a shareholder on behalf of himself and all other shareholders to assert corporate rights. Both the corporation and the parties allegedly liable to the corporation are necessary parties. The question to be considered in this comment is, when must the plaintiff shareholder show that he sought redress for the corporation through collective action of the shareholders and failed to secure it? As a preliminary matter, we may ask what sort of collective action the shareholders are expected to take. A few authorities suggest that the shareholders, as a body, bring …
Bankruptcy-Corporate Reorganization-Power Of Court To Order Interim Payments While Petition Is Pending Under Chapter X Of Bankruptcy Act, William F. Snyder S.Ed.
Bankruptcy-Corporate Reorganization-Power Of Court To Order Interim Payments While Petition Is Pending Under Chapter X Of Bankruptcy Act, William F. Snyder S.Ed.
Michigan Law Review
A petition for reorganization was filed, pursuant to Chapter X of the Chandler Act, October 3, 1947, which was adjudged on the same day to be in good faith and within the terms of the act. The corporation was clearly solvent, in the sense that its assets exceeded its liabilities, but needed financial adjustment to meet the principal on outstanding income notes due the following June. Thereafter, and before a plan was approved, the court entered an order directing the trustee of the debtor to pay 6% to the holders of the first mortgage bonds as an interim distribution to …
Corporations-Shares Of Stock-Reasonableness Of Restriction On Transfer Of Shares, E. Blythe Stason, Jr.
Corporations-Shares Of Stock-Reasonableness Of Restriction On Transfer Of Shares, E. Blythe Stason, Jr.
Michigan Law Review
Defendant corporation's by-laws provided, inter alia, that shareholders wishing to dispose of their shares must, in absence of contrary agreement with the remaining shareholders, give latter an option to buy at a price equal to book value, regardless of market value of these shares. This restriction was not set forth in the share certificates as required by statute. On refusal of defendant corporation to permit transfer of its shares except in compliance with the terms of the by-law, complainants brought suit for declaratory judgment, and obtained a finding that these terms were void. Held, affirmed. The by-law restriction violated …
Corporations-Officers And Directors-Stock Option Incentive Employment Contracts For Corporation Executives, A. B. Perlin, Jr. S.Ed.
Corporations-Officers And Directors-Stock Option Incentive Employment Contracts For Corporation Executives, A. B. Perlin, Jr. S.Ed.
Michigan Law Review
In the past few decades considerable attention has been directed toward "piecework payment" for corporate executives; that is, compensation based largely upon results rather than upon past or expected performance. The stock option incentive employment contract' is one of the means utilized to achieve that desired objective.
Corporations-Right Of Corporation To Exercise Purchase Option After Dissolution, E. Blythe Stason, Jr.
Corporations-Right Of Corporation To Exercise Purchase Option After Dissolution, E. Blythe Stason, Jr.
Michigan Law Review
ln 1945 appellant corporation was dissolved. Under a state statute, its officers became trustees, with "full power and authority of [the] company over [its] assets and property," with the duty to settle its affairs for the benefit of creditors and shareholders. Under another statute, the corporate existence was, for this limited purpose, extended three years beyond dissolution. Appellant attempted to purchase land under an option contained in an unexpired lease, but was resisted by the appellee-option or. In an action for specific performance of the option contract, relief was denied. On appeal, held, affirmed. Corporate existence was continued only …
Corporations-Appraisal Statutes-Exclusiveness Of Statutory Remedy, William R, Worth
Corporations-Appraisal Statutes-Exclusiveness Of Statutory Remedy, William R, Worth
Michigan Law Review
Defendant corporation's charter provided for retirement 'of preferred stock at par plus accumulated dividends, before payment could be made to common stockholders, in the event of dissolution or "recapture" of its assets by the enfranchising city. Under authority of a majority vote of its stockholders, the corporation conveyed all its assets to defendant City of Quincy, the enfranchising city. Defendants offered to pay preferred stockholders only $150 per share, although par plus accumulated dividends amounted to $205 and some common stockholders had already received $5 per share. Plaintiffs, preferred stockholders, sued to secure full payment, but the trial court held …
Corporations-Nonprofit Corporations-Expulsion Of Member By Board Of Directors, Paul W. Eaton, Jr.
Corporations-Nonprofit Corporations-Expulsion Of Member By Board Of Directors, Paul W. Eaton, Jr.
Michigan Law Review
The board of directors of defendant, a nonprofit corporation, passed a resolution that persons should not be denied membership on racial, religious or political grounds. Plaintiff, a branch member of defendant, had enacted by-laws denying Negroes admission to its group. Defendant's board declared plaintiff's by-laws were in conflict with the resolution and threatened to expel plaintiff branch if its by-laws were not amended. Plaintiff brought suit to enjoin defendant from carrying out its threat. Held, injunction granted. No national by-law required admission of all races to membership in branches, nor did the national directors have power to expel a …
Corporations-Receivership And Dissolution As Remedies For Management Deadlock, E. C.V. Greenwood S. Ed.
Corporations-Receivership And Dissolution As Remedies For Management Deadlock, E. C.V. Greenwood S. Ed.
Michigan Law Review
The exodus of small businesses from proprietorship and partnership units into corporate units has brought numerous advantages, but not all attributes of the new form are beneficial. When two or more individuals form a partnership and later find they have reached an impasse, one partner may in most instances bring the relationship to a rapid termination and cause a division of the partnership assets. However, once the corporate form has been adopted, the problem becomes somewhat more difficult. It is the purpose of this comment to examine two possible remedies for a holder, or holders, of one-half of the voting …
Corporations-Forfeiture Of Charter-Criminal Act As A Ground Therefor, James A. Sprunk S. Ed.
Corporations-Forfeiture Of Charter-Criminal Act As A Ground Therefor, James A. Sprunk S. Ed.
Michigan Law Review
Plaintiff, a private citizen, brought a civil action for forfeiture of defendant's corporate franchise, alleging a violation of the Minnesota anti-trust statute. In addition to penal sanctions, the statute provided that any corporation violating its provisions "shall forfeit all of its corporate franchises," and, further, that any citizen may enforce the statute. Defendant contended that proceedings under this statute, a part of the criminal code, were criminal, and that a private citizen could not conduct a criminal prosecution. Held, forfeiture of a corporate charter is a civil consequence of violating the criminal statute; thus, a criminal conviction is not …
Corporations-Validity Of Stockholders' Voting Control Agreement, Bernard Goldstone
Corporations-Validity Of Stockholders' Voting Control Agreement, Bernard Goldstone
Michigan Law Review
A,B, and C, petitioners, and X and Y, respondents, owned all the stock in a corporation. On September 20, I 946, they entered into a ten year agreement which provided that A, B, X and Y should constitute the board of directors of the corporation as long as they remained stockholders. It was also agreed that A, B, C, X and Y were to be the officers of the corporation. At a meeting on January 21, 1948, attended by X and Y, three directors were elected, not including A and B. One week later these …
Corporations-Election Of Directors-Power To Enjoin Shareholders' Meeting Until Shareholders Are Furnished Information Concerning Condition Of Corporation, Robert W. Shadd
Corporations-Election Of Directors-Power To Enjoin Shareholders' Meeting Until Shareholders Are Furnished Information Concerning Condition Of Corporation, Robert W. Shadd
Michigan Law Review
Defendant company was operating at a loss of approximately $50,000 per month; the directors delayed three months in reporting the financial affairs of the company; and the shareholders' meeting was delayed six months in violation of the by-laws. On January 24, 1948, the directors called an election meeting for February 16, 1948. On receipt of this notice, plaintiff and others formed an independent shareholders' committee to effect a change in management. The directors refused to allow the plaintiff to make a photostatic copy of the list of 3,080 shareholders, but did permit him to inspect the list five days before …
Corporations--Directors--Application To Newly Created Directorships Of Statutory Provisions For Filling Vacancies, Frank L. Adamson S.Ed.
Corporations--Directors--Application To Newly Created Directorships Of Statutory Provisions For Filling Vacancies, Frank L. Adamson S.Ed.
Michigan Law Review
Only thirteen states have statutes specifying who may fill directorships created by an increase in the board. However, twenty-eight others provide by statute that the board is or may be empowered to fill vacancies. The question whether such a provision permits the board to fill directorships arising on an increase in the board was before the Delaware court in the recent case of Johnston v. Automatic Steel Products, Inc. The by-laws specified that an increase in the board created vacancies which the board could fill. The board acted thereunder, and this action and the by-law were challenged. The court held …
Corporations-Power Of Directors To Transfer All Assets-Dissenters' Rights To Appraisal And Payment, John C. Walker
Corporations-Power Of Directors To Transfer All Assets-Dissenters' Rights To Appraisal And Payment, John C. Walker
Michigan Law Review
By action of its board of directors, defendant corporation entered into a written extension of a lease of substantially all its assets. This action was not authorized by a majority vote at a shareholders' meeting or by the written consent of the holders of a majority of the shares. Plaintiff, a shareholder of record on the date the lease was made, had no knowledge of the transaction until about three months later, at which time he objected to the making of the lease and demanded payment for his shares as provided in section 44 of the Michigan general corporation act …
Corporations-Appraisal Statutes-Time Within Which Demand For Appraisal Must Be Made, Myron J. Nadler S.Ed.
Corporations-Appraisal Statutes-Time Within Which Demand For Appraisal Must Be Made, Myron J. Nadler S.Ed.
Michigan Law Review
A resolution to merge the corporation in which plaintiff held shares with defendant corporation was adopted by the shareholders over plaintiff's objection. Eight days later, plaintiff made written demand on defendant corporation for payment of the fair value of his shares. The statute required that such demand be made upon the surviving corporation "within twenty days after the merger . . . was effected," and provided that a merger became effective upon issuance of a certificate of merger by the Department of State. The articles of merger were not promptly filed and the certificate of merger did not issue until …
Corporations - Liability Of Directors For Failure To Enforce Corporate Right By Section 16b Of Securities Exchange Act, Bernard Goldstone
Corporations - Liability Of Directors For Failure To Enforce Corporate Right By Section 16b Of Securities Exchange Act, Bernard Goldstone
Michigan Law Review
Plaintiff brought a stockholder's derivative suit against the directors of X corporation, alleging that they wilfully failed to demand short term profits made in the sale of the corporation's securities by an officer of the corporation. These profits were recoverable by the corporation pursuant to section 16B of the Securities Exchange Act of 1934. Plaintiff further alleged that as a result of the directors' failure to sue, the statute of limitations barred recovery of these profits, giving rise to a common law action against the directors for waste. Defendants moved to dismiss. Held, motion granted. Directors were not liable …
Corporations-Application Of Statutes Requiring That Corporate Business Be Managed By Board Of Directors, Bernard L. Trott
Corporations-Application Of Statutes Requiring That Corporate Business Be Managed By Board Of Directors, Bernard L. Trott
Michigan Law Review
In 1942, X corporation and its stockholders entered into an agreement whereby it was stipulated that the management of all theatres leased or operated by the X corporation, or any subsidiary thereof, would be placed in the hands of Y corporation, a large stockholder. This power of management was to include supervising and directing the buying and booking of all attractions, designating and changing the entertainment policy, hiring and discharging employees, and carrying out "such policies or projects as the Board of Directors of the Tenant or its subsidiaries may approve." This agreement was to be effective for a period …
Corporations - Proxy Statement - Necessity For Disclosure Of Alternative Plans And Of Motive In Solicitation, J. R. Mackenzie
Corporations - Proxy Statement - Necessity For Disclosure Of Alternative Plans And Of Motive In Solicitation, J. R. Mackenzie
Michigan Law Review
The management of a corporation solicited proxies to support a proposed recapitalization plan, submitting data from which the inference could be drawn that the plan was designed to perpetuate the management. A stockholder sued to enjoin the holding of a special meeting and the use of the proxies obtained, on the grounds that failure to present possible alternatives to the proposed plan and failure to state that its purpose was to perpetuate the management were violations of Rule X-14A-5 of the Securities and Exchange Commission. Held, injunction denied. Doyle v. Milton, (D.C. N.Y. 1947) 73 F. Supp. 281.
Corporations-Redeemable Stock-Fiduciary Duty Of Directors, Leroy H. Redfern S.Ed.
Corporations-Redeemable Stock-Fiduciary Duty Of Directors, Leroy H. Redfern S.Ed.
Michigan Law Review
A federal district court judge introduced an opinion on the fiduciary obligation of corporate directors by stating that "the doctrine of the fiduciary relation is one of the most confused and entangled subjects in corporation law." In Zahn v. Transamerica Corporation the fiduciary duties of corporate directors were discussed extensively by the Third Circuit Court of Appeals. The court not only failed to terminate the confusion and clear the entanglement but may well have added to it by using the fiduciary concept in a new field.
Partnership-Effect Of Provision That Executor Of Deceased Partner Shall Continue Partnership As Partner, Irving Slifkin S.Ed.
Partnership-Effect Of Provision That Executor Of Deceased Partner Shall Continue Partnership As Partner, Irving Slifkin S.Ed.
Michigan Law Review
In a recent decision the Wisconsin Supreme Court upheld the validity of a provision in a partnership agreement to the effect that the personal representative of the deceased partner should continue the business as a partner, and also stated: "There is no doubt that a partner may provide by his will that the partnership shall continue notwithstanding his death." The deceased partner by his will gave to his executor broad discretionary powers of sale over all of his property. To his widow the deceased partner bequeathed a share of his interest in the partnership business. The executor of the deceased …
Corporations-Residence Of Domestic Corporation For Purpose Of Venue Established By Location Fixed In Articles Of Incorporation, John M. Veale S.Ed.
Corporations-Residence Of Domestic Corporation For Purpose Of Venue Established By Location Fixed In Articles Of Incorporation, John M. Veale S.Ed.
Michigan Law Review
M Village in which D corporation conducted its business was partially in X County and partially in Y County. The county line bisected the village close to D's location, and in filing its articles of incorporation D had designated M Village, Y County as its residence. In fact, D's property and office were located is X County and when P began a suit against it in Y County, D moved to dismiss upon the ground that under the applicable statute D could be sued only in the county where it resided. P argued that D had at least …
Corporations - Certificate Of Amendment Conferring Voting Rights On Outstanding Preferred Stock-Remedy Of Non-Assenting Common Stockholder Under New York Appraisal Statute, Edwin F. Uhl S.Ed.
Corporations - Certificate Of Amendment Conferring Voting Rights On Outstanding Preferred Stock-Remedy Of Non-Assenting Common Stockholder Under New York Appraisal Statute, Edwin F. Uhl S.Ed.
Michigan Law Review
By amendment of its certificate of incorporation, defendant conferred upon its outstanding preferred stock voting rights equal to those of the common. This alteration reduced the voting interest of the plaintiff's fifty shares of common stock from an approximately 1/33,000 to 1/36,000 part. Plaintiff, who at all times had opposed adoption of the amendment, instituted proceedings under a provision of the New York Stock Corporation Law awarding to dissenting stockholders the right to an appraisal of and payment for their stock "if the certificate . . . abolishes any voting right of the holders of shares of any class or …
Corporations-Receivership Or Dissolution Of Solvent Corporation At Suit Of Minority Stockholder-Dissension As A Ground For Relief, Charles M. Soller
Corporations-Receivership Or Dissolution Of Solvent Corporation At Suit Of Minority Stockholder-Dissension As A Ground For Relief, Charles M. Soller
Michigan Law Review
A and B owned 50 per cent of the stock in each of two solvent corporations, and Y and Z owned the remaining 50 per cent. Y was president and director of each company, Z was secretary and director, and B was vice-president and director. A's testator had been treasurer and director until his death. A and B brought suit against Y and Z and the corporations, seeking an equity receivership and liquidation and distribution of corporate assets. The complaint alleged that the two factions had been in dispute for five years, that Y had assumed exclusive control of …
Corporations-Voluntary Dissolution - Rights Of Minority Stockholders, Bayard E. Heath S.Ed.
Corporations-Voluntary Dissolution - Rights Of Minority Stockholders, Bayard E. Heath S.Ed.
Michigan Law Review
The directors of defendant, a New Jersey corporation, in an effort to effect corporate tax savings and simplification of operations, submitted the following plan to its shareholders: Defendant was to sell all of its operating assets to X, a Pennsylvania corporation which had been formed by the directors and was to receive as consideration all of the capital stock of X. Then defendant was to be dissolved and X's stock and any corporate surplus was to be distributed to the stockholders. The necessary two-thirds majority of the stockholders, as required by statute, voted to sell the operating …
Joint Adventure--Right Of Co-Adventurers To Sue Each Other At Law, Ralph J. Isackson
Joint Adventure--Right Of Co-Adventurers To Sue Each Other At Law, Ralph J. Isackson
Michigan Law Review
Plaintiff and defendants, joint adventurers, entered into an agreement whereby plaintiff was allegedly entitled to a cash payment from the funds of the joint undertaking. Plaintiff brought an action against defendants to recover the amount claimed. Neither party requested termination of the business. The trial court ordered a reference for accounting and then, without terminating the joint adventure, found that plaintiff was entitled to be paid out of the assets of the joint adventure as agreed. On appeal, held, reversed. As plaintiff and defendants were joint venturers it was necessary to have a termination of the joint adventure and …