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Articles 301 - 330 of 596
Full-Text Articles in Business Organizations Law
Holzman: Corporate Reorganizations, Michigan Law Review
Holzman: Corporate Reorganizations, Michigan Law Review
Michigan Law Review
A Review of CORPORATE REORGANIZATIONS. Their Federal Tax Status. By Robert S. Holzman.
Corporations-Stockholder's Derivative Suit-Liability Of Dirrectors For Acts In Labor Dispute, William J. Schrenk
Corporations-Stockholder's Derivative Suit-Liability Of Dirrectors For Acts In Labor Dispute, William J. Schrenk
Michigan Law Review
Plaintiff, for himself and all other stockholders of R corporation similarly situated, brought action against the directors of the corporation, alleging that they had caused the dismantling and removal of corporate factories and the curtailment of production, that great loss to the corporation had been caused thereby, and that these things were done solely to discourage and punish the corporation's employees by removing hope of re-employment. Defendants moved to dismiss the complaint for failure to state a cause of action. The trial court denied the motion. The appellate division reversed, stating that the complaint showed only a reasonable exercise of …
Taxation -Family Partnerships-Capital "Originating" With The Wife, Bayard E. Heath S.Ed.
Taxation -Family Partnerships-Capital "Originating" With The Wife, Bayard E. Heath S.Ed.
Michigan Law Review
In 1937 petitioner, P, gave his wife and sister each $2500 worth of stock in X Corporation. In 1940 he and A formed a partnership unrelated to the business of X corporation. Later in the year they decided to incorporate this partnership. Meanwhile, P desired to obtain all of the stock of X in order to take advantage of an opportunity to sell it to other interests at a substantial profit. His wife and sister gave him their shares in X for his promise to give them shares in the new corporation formed from the partnership of P and …
Corporations-Insolvency-Corporate Officers As Preferred Wage Claimants, E. C.V. Greenwood
Corporations-Insolvency-Corporate Officers As Preferred Wage Claimants, E. C.V. Greenwood
Michigan Law Review
A closed corporation, soon after its formation, executed an assignment for the benefit of creditors. One of the large creditors objected to a preferred wage claim allowed by the assignee to a vice-president and director of the assignor, the officer who had in fact been instrumental in executing the assignment. The claim was for wages amounting to two hundred fifty dollars for alleged manual work for the assignor prior to the assignment and was granted by the assignee on the theory that preferential treatment was authorized by the New York debtor and creditor statutes. The applicable statute reads as follows: …
Corporations-Appraisal Statutes-Demand By Dissenting Shareholder For Cash Value Of His Shares, William J. Schrenk
Corporations-Appraisal Statutes-Demand By Dissenting Shareholder For Cash Value Of His Shares, William J. Schrenk
Michigan Law Review
Plaintiff shareholder, who dissented from a plan to sell all of defendant corporation's assets, sued under the Ohio statute to obtain appraisal of his shares. At plaintiff's request, an objection to the sale and a demand for the cash value of his shares was served upon defendant by his, attorney. Although the demand was made within the required period after the shareholders' meeting at which the plan was accepted, the trial court refused to allow appraisal on the ground that plaintiff did not make the demand personally and had not notified the corporation that his attorney was authorized to act …
Corporations-Derivative Stockholders' Suits-Standing Of Subsequent Transferee Of "Tainted Shares", L. K. Cooperrider
Corporations-Derivative Stockholders' Suits-Standing Of Subsequent Transferee Of "Tainted Shares", L. K. Cooperrider
Michigan Law Review
In a derivative suit the plaintiff, a minority stockholder, sought an accounting by officers and directors for salaries he alleged they had illegally caused the corporation to pay to themselves. The defendants' answer averred that all the alleged wrongful acts complained of occurred before the plaintiff acquired his stock, and that his vendor had acquiesced. It appeared from the record that the plaintiff's vendor had been an officer in the corporation prior to the time when the payments complained of occurred; that during his incumbency he had himself received payments similar to those in question, and that at a stockholders' …
Corporations-Effect Of Merger Upon Apparent Rights Of Stockholders Under Preferred Stock Contracts, Charles M. Soller S.Ed.
Corporations-Effect Of Merger Upon Apparent Rights Of Stockholders Under Preferred Stock Contracts, Charles M. Soller S.Ed.
Michigan Law Review
It is the purpose of this comment to examine the effect of merger upon some of the provisions of the preferred stock contract.
Corporations-Derivative Suits-Who Is A Shareholder Under Federal Rule 23 (B), Kent Chandler, Jr.
Corporations-Derivative Suits-Who Is A Shareholder Under Federal Rule 23 (B), Kent Chandler, Jr.
Michigan Law Review
Plaintiff brought suit in a federal district court to enforce the rights of defendant, an Illinois corporation, to monies allegedly embezzled by its president and to certain shares of stock allegedly issued to him illegally. The complaint alleged that plaintiff, a Delaware corporation, "is now and has been at all times hereinafter complained of the owner of 6538 shares of the common stock of . . . defendant herein." Defendant, showing by affidavit that plaintiff had never been a shareholder of record, moved to dismiss the complaint for failure to meet the requirements of federal rule 23 (b). The court …
Copeland & Towl: The Board Of Directors And Business Management, Michigan Law Review
Copeland & Towl: The Board Of Directors And Business Management, Michigan Law Review
Michigan Law Review
A Review of THE BOARD OF DIRECTORS AND BUSINESS MANAGEMENT. Melvin T. Copeland and Andrew R. Towl.
Corporations-Shareholders' Voting Agreements-Drafting Precautions, Leroy H. Redfern S.Ed.
Corporations-Shareholders' Voting Agreements-Drafting Precautions, Leroy H. Redfern S.Ed.
Michigan Law Review
The object of this comment is to consider some of the problems in drafting a pooling agreement so that the courts will carry into effect the vote as provided for in the agreement even though there is an attempted revocation or breach.
Corporations--Doing Professional Service Through Others, Joseph N. Morency, Jr. S.Ed.
Corporations--Doing Professional Service Through Others, Joseph N. Morency, Jr. S.Ed.
Michigan Law Review
The question whether a corporation empowered to engage in any lawful business may furnish professional services to its members or customers through the use of licensed agents has been a real problem for the courts. It is generally agreed that a corporation cannot furnish professional services to the public generally through or by means of employing licensed members of a profession for whose services it makes charges that go into the funds of the corporation; but it is equally well-settled that a corporation can engage in any lawful business or trade .even though practitioners are required to be licensed, provided …
Corporations-Restraints On Alienation Of Stock As Against Pledgees With Notice, John F. O'Connor S.Ed.
Corporations-Restraints On Alienation Of Stock As Against Pledgees With Notice, John F. O'Connor S.Ed.
Michigan Law Review
The charter and a by-law of the plaintiff corporation contained provisions which stipulated that before a stockholder could sell or transfer any stock, he must first offer the stock to the corporation. The relevant by-law appeared on every certificate of stock. The defendant Kiernan borrowed money from the defendant corporation for which he gave a collateral note secured by the pledge of his-stock in the plaintiff corporation. The stock certificate was delivered to the defendant corporation as pledgee. After the default of Kiernan, the plaintiff corporation brought a bill in equity to enjoin the sale of the pledged stock at …
Corporations--Transfer Of Shares--Restriction By Shareholders' Agreement, John E. Grosboll
Corporations--Transfer Of Shares--Restriction By Shareholders' Agreement, John E. Grosboll
Michigan Law Review
The original shareholders of a family corporation had entered into a private agreement, noted on the stock certificates, which provided that before sale by any of the parties of any stock to a non-member, such stock must first be offered to the remaining stockholders. Defendant B, the widow of one of the founders, contracted to sell her stock to plaintiff, a non-member, without first offering it to defendants L and M, who own the balance of the stock. Plaintiff now seeks specific performance of his contract with defendant B. Defendants L and M seek to exercise their …
Corporations-Accrued Preferred Stock Dividends-Charter Amendment, T. M. Kubiniec S.Ed.
Corporations-Accrued Preferred Stock Dividends-Charter Amendment, T. M. Kubiniec S.Ed.
Michigan Law Review
In 1943 defendant corporation's charter was amended to cancel 5 per cent cumulative preferred stock, outstanding since 1926 or earlier, and all accrued dividends in exchange for new 5 per cent ,non-cumulative preferred and non-voting common stock. Dividends had accumulated on the old preferred stock both before and after 1939 in a total amount of $50 per share. The recapitalization plan rested on a 1939 amendment to the Ohio General Code providing that the terms of outstanding stock can be changed "in such a manner as to discharge (without payment), adjust or eliminate rights to accrued undeclared cumulative dividends" by …
Corporations--Amendment Of By-Laws By Custom, Cornelia Groefsema S.Ed.
Corporations--Amendment Of By-Laws By Custom, Cornelia Groefsema S.Ed.
Michigan Law Review
In an application for a preliminary injunction to prevent stockholders from exercising their rights of ownership until there had been a determination whether such stock should be cancelled because issued without corporate authorization, the success of the petitioner depended upon whether a quorum of the directors was present at the meeting authorizing its issuance. This in turn depended upon whether the by-law requiring a board of directors of ten members had been amended by custom to require only seven. For the four years preceeding the meeting at which the stock was authorized, during which time, however, there were neither directors' …
Corporations-Foreign Corporations-Jurisdiction In Derivative Suits, E. M. Deal S.Ed.
Corporations-Foreign Corporations-Jurisdiction In Derivative Suits, E. M. Deal S.Ed.
Michigan Law Review
As an aftermath of the much publicized circus fire in Hartford, Connecticut, on July 6, 1944, owners of 37 per cent of the stock of the circus corporation brought a derivative action against the officers and directors alleging failure to observe proper precautions and asking that the corporation be indemnified for losses sustained and for an accounting for certain corporation funds spent for the benefit of one of the- defendant directors. The suit was instituted in New York where the corporation was licensed to do business although the circus was incorporated in Delaware, wintered in Florida, and the cause of …
Corporations--Voting Trusts--Non-Compliance With Statute As Basis For Judicial Termination, Robert K. Eifler S.Ed.
Corporations--Voting Trusts--Non-Compliance With Statute As Basis For Judicial Termination, Robert K. Eifler S.Ed.
Michigan Law Review
Common stockholders of a corporation which had on December 15, 1938 made a valid five year extension of a voting trust agreement originally entered into on January 22, 1929 attempted on May 27, 1939, to extend further the agreement for an additional five years. Following a dispute over the election of corporate directors almost two years after the termination of the first extension, certain holders of voting trust certificates brought bills in chancery to compel redelivery of the common stock registered in the names of the voting trustees and to declare the invalidity of the election. Held, the instrument …
Corporations-Torts-Liability Of A Corporate Officer For Inducing Corporation To Breach Its Contract, Ira M. Price, Ii
Corporations-Torts-Liability Of A Corporate Officer For Inducing Corporation To Breach Its Contract, Ira M. Price, Ii
Michigan Law Review
Defendant corporation elected to redeem its outstanding preferred stock at a price of $65 a share including accumulated dividends. When plaintiff tendered its certificates of the preferred stock for transfer to the corporation, the company refused to accept the certificates or to pay for them at their redemption price. Plaintiff alleged that defendant Vincent, president of defendant corporation and owner of most of its common stock, conspired with and induced the company to break its stock redemption contract with plaintiff after plaintiff's refusal to agree to share with Vincent 50 p.er cent of any profits that might accrue from redemption …
Corporations-Sale Of All Or Substantially All Of Corporate Assets-Effect Of Modern Statutes, P. F. Westbrook, Jr. S.Ed.
Corporations-Sale Of All Or Substantially All Of Corporate Assets-Effect Of Modern Statutes, P. F. Westbrook, Jr. S.Ed.
Michigan Law Review
Modern general corporation acts commonly provide that a sale of all or substantially all of the assets of a corporation organized thereunder may be authorized by the affirmative vote of a specified proportion of the outstanding shares and made upon such terms as the board of directors shall deem expedient and for the best interests of the corporation. Since this sale provision usually stands apart from the dissolution or winding-up process authorized in the same acts, a legislative intent to govern all voluntary sales, not actually incident to dissolution by the terms of the statute would seem to be clear. …
Foreign Corporations-What Constitutes "Doing Business" For Service Of Process As Contrasted With Domestication Requirement, Kenneth Liles
Foreign Corporations-What Constitutes "Doing Business" For Service Of Process As Contrasted With Domestication Requirement, Kenneth Liles
Michigan Law Review
South Carolina commenced suit against the Ford Motor Company by serving summons upon the South Carolina secretary of state pursuant to statute applicable when no process agent had been appointed, seeking to recover penalties imposed upon this foreign corporation for doing business in the state without having complied with the domestication statutes. Defendant claimed it was not doing business in the state because it had no property or agents therein, its products being handled by private dealers. The company attacked both the summons as against due process and the domestication statutes as a burden on interstate commerce. From judgment for …
Corporations-The Fair And Equitable Test In Recapitalizations, Robert O. Hancox
Corporations-The Fair And Equitable Test In Recapitalizations, Robert O. Hancox
Michigan Law Review
Changes in capital structures of corporations which modify rights of security holders generally occur under one of two circumstances: (1) reorganization of insolvent corporations which affects the rights of creditors as well as shareholders and necessitates judicial supervision; and (2) recapitalization of solvent corporations involving only the relative rights of the different classes of shareholders. It is the author's present purpose to focus attention on the effect of the latter type of modification on the most zealously guarded right of the preferred shareholder--the right to accrued dividends on cumulative preferred stock.
Corporations--Foreign Corporations--Doing Business By Agents--Comity, E. M. Deal
Corporations--Foreign Corporations--Doing Business By Agents--Comity, E. M. Deal
Michigan Law Review
The plaintiff, an Illinois corporation, offered correspondence courses in refrigeration and air conditioning. One of its agents solicited the defendant in Lincoln, Nebraska. The defendant signed a contract and promissory note for the tuition and made an advance payment, whereupon the agent forwarded the contract, note, payment and other papers to the home office of the plaintiff corporation in Chicago, Illinois. The plaintiff accepted the contract in Illinois. After six months, the defendant refused to proceed with the lessons or make further payments in accordance with the contract. The plaintiff sued for the balance due on the note. The Nebraska …
Corporations --Voting Trusts -- Non-Compliance With Statute As A Basis For Judicial Termination, Joseph R. Brookshire S.Ed.
Corporations --Voting Trusts -- Non-Compliance With Statute As A Basis For Judicial Termination, Joseph R. Brookshire S.Ed.
Michigan Law Review
It is not the purpose of this comment to discuss the history of the voting trust, to recapitulate the controversy over its legality, or to examine the many grounds for termination of the trust. It is sufficient to say that in all but perhaps three states this important business device has been made legal by statute or by judicial decision. We are here concerned with finding the degree of statutory compliance necessary in order that the voting trust will be sustained.
Corporations-Extent Of Powers To Dispose Of Property In Winding Up Its Affairs Under Statutes Extending Corporate Existence, Joseph R. Brookshire S.Ed.
Corporations-Extent Of Powers To Dispose Of Property In Winding Up Its Affairs Under Statutes Extending Corporate Existence, Joseph R. Brookshire S.Ed.
Michigan Law Review
According to the common law a dissolved corporation ceased to exist for all purposes. Whether the dissolution was voluntary or involuntary, the effect of the dissolution was to deprive the corporation of all powers either de jure or de facto. It was necessary, therefore, that corporations facing dissolution proceed without delay toward a final liquidation and distribution of assets. Disregarding the old theory that personal property of dissolved corporations escheated to the state, and that its real estate reverted to the original granter or his heirs, and that debts due the corporation were extinguished, it is still apparent that hurried …
Taxation-Income Tax-Deductions-Dividends Or Interest, Milton D. Solomon S.Ed.
Taxation-Income Tax-Deductions-Dividends Or Interest, Milton D. Solomon S.Ed.
Michigan Law Review
The difficulty of determining whether payments made by a corporation on its securities are dividends or interest has been highlighted by two recent cases, involving substantially similar facts, which came before the Supreme Court on review.
Taxation-Income Tax-Deduction For Worthless Stock-Objective V. Subjective Test, Rosemary Scott
Taxation-Income Tax-Deduction For Worthless Stock-Objective V. Subjective Test, Rosemary Scott
Michigan Law Review
The taxpayer held stock in a corporation - which had been in receivership for five years, and which had, during all of that time, liabilities substantially exceeding its assets. When the receivership was ended and when a derivative suit against the management was compromised, the taxpayer declared the stock to be worthless and claimed a deduction for 1937. The commissioner denied the deduction on the ground that the stock had not become worthless in 1937. The Tax Court sustained this ruling and the circuit court of appeals affirmed. Held, the value of the stock should be determined by an …
Corporations-Change In The Basis Of Sharing Profits As An Impairment Of The Obligation Of Contracts, Robert E. Walsh S.Ed.
Corporations-Change In The Basis Of Sharing Profits As An Impairment Of The Obligation Of Contracts, Robert E. Walsh S.Ed.
Michigan Law Review
Plaintiff, a stockholder in defendant corporation, sought to enjoin distribution of dividends on a patronage basis. Defendant corporation was organized under the laws of Nebraska for the purpose of buying and selling grain, hay, and other agricultural products with a general reservation in the charter of the right to change, alter, and amend. The articles of incorporation were amended so as to convert the corporation into a co-operative organization distributing profits on the basis of the amount of business done with the corporation. Held, a general reservation of power to amend the articles did not confer on the corporation …
Bankruptcy--Six Months Rule--Application Of The Rule To Private Corporations, Samuel D. Estep S.Ed.
Bankruptcy--Six Months Rule--Application Of The Rule To Private Corporations, Samuel D. Estep S.Ed.
Michigan Law Review
The debtor, being reorganized under chapter 10 of the Bankruptcy Act, was a hotel corporation which owned and operated a hotel in Albany. The reorganization plan which was approved below is being challenged for the reason, among others, that the plan gives preference to certain unsecured creditors. These creditors had furnished supplies to the hotel for a short time before the receiver was appointed in the foreclosure suit which precipitated the bankruptcy proceeding. The trustee allowed the priority on the ground that the supplies were necessary to keep the hotel a going concern and that the six months rule, applicable …
Abstracts, Mary Jane Plumer
Abstracts, Mary Jane Plumer
Michigan Law Review
The abstracts consist merely of summaries of the facts and holdings of recent cases and are distinguished from the notes by the absence of discussion.
Corporations-Where Name Of New Corporation Is The Existing Trade Name Of Another, Robert M. Barton S. Ed.
Corporations-Where Name Of New Corporation Is The Existing Trade Name Of Another, Robert M. Barton S. Ed.
Michigan Law Review
In 1928 plaintiff changed its official corporate name from the "City Fuel Company" to the "Staples Coal Company," but continued to utilize the old corporate name as a trade name in advertising and the retail sale of fuel oil. It made little, if any, use of the new title, since the general public was accustomed to dealing with it under the name it had used for seventeen years. Defendant was incorporated in 1943 as the "City Fuel Company" and began to engage in a similar business in the same general trade area of greater Boston. Plaintiff, fearing deception of the …