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 391 - 420 of 596
Full-Text Articles in Business Organizations Law
Corporations - Negotiability Of Stock Certificates - Uniform Stock Transfer Act, Charles R. Linton
Corporations - Negotiability Of Stock Certificates - Uniform Stock Transfer Act, Charles R. Linton
Michigan Law Review
Plaintiff holding company was incorporated with Murtland and two dummies as shareholders and officers. Murtland pledged a stock certificate, representing shares of another corporation owned by his corporation, with the defendant bank to secure a personal loan; an assignment and power of attorney was executed by the plaintiff through Murtland and one of the dummy shareholders as officers, the other shareholder having knowledge of the transaction. Upon the bankruptcy of Murtland, defendant sought to sell the collateral; plaintiff seeks to enjoin the sale on the ground that the assignment had not been authorized by its board of directors. Held, …
Corporations - Disregarding Corporate Entity - Fraud, Collins E. Brooks
Corporations - Disregarding Corporate Entity - Fraud, Collins E. Brooks
Michigan Law Review
A and B purchased from plaintiffs all of the stock of defendant corporation. Prior to the transaction, and as a basis for negotiations, plaintiffs had an accountant prepare a statement of corporate assets and liabilities, which showed that the corporation was in financial difficulties. A and B acknowledged the corporate indebtedness and took over the corporation. Later, plaintiffs brought suit against the corporation on claims for salaries and advancements allegedly due them from it, which claims had not appeared on the statement of corporate liabilities. Held, the corporate entity would be disregarded, and plaintiffs estopped from setting up their …
Taxation - Income Tax - Surtax On Income Of Corporation Where Profits Are Accumulated To Avoid Surtax On Income Of Its Shareholders - Construction, Brackley Shaw
Michigan Law Review
Section 104 of the Revenue Act of 1928 imposed a surtax on the net income of any corporation "formed or availed of for the purpose of preventing the imposition of the surtax on its shareholders through the medium of permitting its gains and profits to accumulate instead of being divided and distributed," and provided that "the fact that the gains or profits are permitted to accumulate beyond the reasonable needs of the business shall be prima facie evidence of a purpose to escape the surtax." Defendant corporation was formed in 1911 with $200,000 capital stock all owned by Kohl. In …
Public Utility Holding Company Act - Corporate Simplification And Geographic Integration Under Section Ii, Brackley Shaw
Public Utility Holding Company Act - Corporate Simplification And Geographic Integration Under Section Ii, Brackley Shaw
Michigan Law Review
Section II of the Public Utility Holding Company Act of 1935, the so-called "death sentence" clause, carries the specifications for achieving two of the government's main objectives in passing the act: corporate simplification and geographical integration of the large utility holding company systems.
Taxation - Capital Gains Tax (Revenue Act Of 1928) - Reorganizations - Definition Of A Party To A Reorganization, Milton A. Kramer
Taxation - Capital Gains Tax (Revenue Act Of 1928) - Reorganizations - Definition Of A Party To A Reorganization, Milton A. Kramer
Michigan Law Review
Although "certainty" is one of the most desirable features of taxation, that quality has been conspicuously absent in regard to the portions of the 1928 Revenue Act which deal with capital gains in corporate reorganizations. In the four situations which the act sets forth as constituting a reorganization, capital gains arising therefrom are exempt from tax computation, the general purpose being to remove any impediment to normal corporate adjustments and to prevent the recognition of gains or losses until they are actually realized. However, this provision soon became an invitation for ingenious counsel to arrange the sales of corporate assets …
Associations - Massachusetts Trusts - Personal Liability Of Trustees On Contracts, Michigan Law Review
Associations - Massachusetts Trusts - Personal Liability Of Trustees On Contracts, Michigan Law Review
Michigan Law Review
The trustees of a business trust, by their agent, accepted seven trade acceptances in which there was no stipulation against the personal liability of the trustees. The trust instrument under which the business was operating provided that the trustees were to be under no "personal obligation or liability of any kind," and that all having transactions with the trustees are put on notice that no trustee or subscriber is personally liable, and further, that in all contracts made by the trustees, "specific mention shall be made therein of this trust to the end that any and all parties must look …
Corporate Nationality And The Neutrality Law, Paul Weidenbaum
Corporate Nationality And The Neutrality Law, Paul Weidenbaum
Michigan Law Review
Even a superficial reading of the neutrality law indicates that certain problems of corporate entity and nationality are of utmost importance for its future working. This act seeks to give protection from certain real or assumed dangers. The problem arises whether such purpose cannot be wholly frustrated by the simple means and ways afforded by incorporation. This problem has never been hidden.
Corporations-Foreign Corporations-Entrance Fees-Constitutionality, Charles E. Nadeau
Corporations-Foreign Corporations-Entrance Fees-Constitutionality, Charles E. Nadeau
Michigan Law Review
A Virginia statute, providing that foreign corporations desiring to carry on intrastate business there must pay an entrance fee graduated according to authorized capital stock, imposed on plaintiff a fee of $5,000. Only two-thirds of plaintiff's authorized stock was issued. A considerable amount of its assets were used in interstate commerce, though the sum invested in Virginia was negligible. Plaintiff contended that such an entrance fee burdened interstate commerce because measured by property used in interstate commerce, that it denied due process because measured by property without the state, and that it denied equal protection of the laws becaused measured …
Corporations - Validity Of Contract Executed During Suspension Of Charter For Failure To File Proper Annual Report - Effect Of Innocent Mistake, Ralph Winkler
Michigan Law Review
A Virginia statute, providing that foreign corporations desiring to carry on intrastate business there must pay an entrance fee graduated according to authorized capital stock, imposed on plaintiff a fee of $5,000. Only two-thirds of plaintiff's authorized stock was issued. A considerable amount of its assets were used in interstate commerce, though the sum invested in Virginia was negligible. Plaintiff contended that such an entrance fee burdened interstate commerce because measured by property used in interstate commerce, that it denied due process because measured by property without the state, and that it denied equal protection of the laws becaused measured …
Corporations - Corporate Seal - When Affixing Seal Makes The Instrument A Specialty, Edward D. Ransom
Corporations - Corporate Seal - When Affixing Seal Makes The Instrument A Specialty, Edward D. Ransom
Michigan Law Review
The plaintiff contracted to buy gasoline from a subsidiary of the defendant. The lengthy contract was signed at the end by the proper officers and in juxtaposition to the signatures were the corporate seals of both parties. The contract contained a recital of sealing. On a separate page, but attached to the contract, was a guaranty by the defendant of the subsidiary's performance. This also was sealed with the corporate seals of both parties adjacent to the signatures of the officers. No mention of sealing was contained in the guaranty. On default by the subsidiary, the plaintiff sued on the …
Corporations-Amendment Of Charter - Fundamental Change Of Purpose, Michigan Law Review
Corporations-Amendment Of Charter - Fundamental Change Of Purpose, Michigan Law Review
Michigan Law Review
Plaintiff, a cooperative association incorporated under the laws of Minnesota as a wholesaler of oil, sued defendant, a member of the cooperative, for goods sold and delivered. Pursuant to the statute which provided that such cooperatives may amend their articles by a vote of the majority of the membership "in respect to any other matter which the original articles of incorporation of the same kind might lawfully have contained," plaintiff's articles of incorporation had been amended, adding to the original purposes "any mercantile, jobbing, wholesale and retail, mining, manufacturing and mechanical business on the cooperative plan." These were all objects …
Corporations -Amendment Of Charter - Power Of Legislature To Authorize, Michigan Law Review
Corporations -Amendment Of Charter - Power Of Legislature To Authorize, Michigan Law Review
Michigan Law Review
Remington Rand, Inc., by amendments to its charter authorized by laws passed subsequent to its incorporation, reclassified its stock so as to extinguish $26.25 dividends cumulated on the first preferred stock. The complainant was owner of some of the first preferred stock. He filed a bill in equity to invalidate the reclassification, to compel restoration of the original capital structure, and to compel the payment of the cumulated dividend so extinguished. Held, complainant cannot succeed as to his demand for invalidation of reclassification and restoration of the capital structure because of laches. He cannot force the payment of dividends …
Joint Adventure - Relationship Distinguished From That Of Employer-Employee, Wayne E. Babler
Joint Adventure - Relationship Distinguished From That Of Employer-Employee, Wayne E. Babler
Michigan Law Review
The taxpayer had an arrangement whereby he planned to furnish the Russian Government with shrapnel shells by farming out the various stages of manufacture to several different companies. A Canadian corporation, also having a contract for furnishing shrapnel, made arrangements with the taxpayer whereby the latter cancelled his contract and went in with the Canadian corporation. Under this arrangement the taxpayer was to furnish his manufacturing arrangement, plans, tools, gauges, drawings, etc., and to get fifteen per cent of the profits on the present contract and five per cent of the profits on future contracts of a similar nature. An …
Corporations - Alteration Of Charter Under Reserved Power - Change In Remedy To Enforce Stockholders' Liability, Michigan Law Review
Corporations - Alteration Of Charter Under Reserved Power - Change In Remedy To Enforce Stockholders' Liability, Michigan Law Review
Michigan Law Review
The constitution of Maryland of I 867 provided that owners of bank stock should be liable for debts of the corporation to an extent equal to the value of the stock owned by them. The bank in which the defendants owned stock was organized under legislation of 1870 containing the provision, "this act and every part of it may be altered from time to time, or repealed by the legislature." The Maryland court held that, while the constitution provided no remedy, the right was conferred on each creditor in his individual capacity to be enforced by separate suits against those …
Corporations - Corporate Form Used To Evade Bank Double Liability, Michigan Law Review
Corporations - Corporate Form Used To Evade Bank Double Liability, Michigan Law Review
Michigan Law Review
Plaintiff, the receiver for an insolvent bank, sued the individual stockholders of an investment corporation on an assessment to the amount of the par value of the bank stock as provided by the constitution and statutes of South Carolina. The investment corporation had been organized several years previously to secure control of a group of banks. Its holdings throughout consisted only of bank stock, and finally solely of stock of the closed bank. Plaintiff claimed, since the corporation had no assets, that the stockholders of the investment corporation were individually liable, because the use of a holding company for the …
The Power To Carry On The Business Of A Decedent, Harry Adelman
The Power To Carry On The Business Of A Decedent, Harry Adelman
Michigan Law Review
The continuation of a business for the sole purpose of making a profit is clearly beyond the scope of liquidating the estate of a decedent. It is rather a trust of the business, created for the benefit of the creditors of the decedent and persons entitled to share in the distribution of the estate. The business is managed as a normal going concern, on a somewhat permanent basis, rather than as a temporary means of preserving the value for an advantageous sale.
Bankruptcy - Corporate Reorganization - Effect Of Release Of Collateral Obligor On Dissenting Creditors, Edward D. Ransom
Bankruptcy - Corporate Reorganization - Effect Of Release Of Collateral Obligor On Dissenting Creditors, Edward D. Ransom
Michigan Law Review
The federal district court confirmed a plan of reorganization of debtor corporation, under section 77B of the Bankruptcy Act, which expressly released defendant from liability as guarantor of bonds of the corporation and provided for cancellation of the bonds and substitution of new certificates of stock. The plaintiff, a bondholder, made no objection when the plan was submitted to the court; objection by other bondholders was overruled. The plaintiff brought suit in municipal court on the defendant's guaranty. Defendant pleaded the confirmation of the plan by the district court as res adjudicata. The trial court denied the plea and entered …
Corporations - Priority Between Parent Corporation And Preferred Stockholders Of Bankrupt Subsidiary, Erwin S. Simon
Corporations - Priority Between Parent Corporation And Preferred Stockholders Of Bankrupt Subsidiary, Erwin S. Simon
Michigan Law Review
It is well settled that when an undercapitalized subsidiary corporation is bankrupt, the claims for money loaned by the parent corporation which has dominated the subsidiary will be subordinated to the claims of other creditors. An analogous problem, which has seldom, if ever, been directly passed upon, is the priority between the claims of the nonvoting preferred stockholders of the subsidiary and those of the dominating corporation which owns all the common voting stock of the subsidiary. In spite of the fact that intercorporate loans are a common and approved method of financing subsidiaries, the question has heretofore been relatively …
Charities - Corporation Organized For Political Purposes As A Charitable Organization, Charles R. Linton
Charities - Corporation Organized For Political Purposes As A Charitable Organization, Charles R. Linton
Michigan Law Review
A statute provided, in substance, that bequests in a will to charitable organizations may not collectively exceed one-third of the estate of a testator leaving heirs. Plaintiff, a legatee under a will, appealed from a decree which found the American Jewish Congress was not a charitable organization and therefore was entitled to the full sum bequeathed to it. Among the corporate purposes stated in the articles of incorporation were: (a) to further the development of the Jewish National Home in Palestine, and (b) to secure and maintain equality of opportunity for Jews everywhere. Held, decree reversed; although incorporated for …
Corporations - Power Of Attorney To Transfer Stock On The Books Of The Corporation, Royal E. Thompson
Corporations - Power Of Attorney To Transfer Stock On The Books Of The Corporation, Royal E. Thompson
Michigan Law Review
Although a power of attorney to transfer stock on the books of the corporation is found almost as a matter of course on the reverse side of stock certificates, along with a form for assignment of the certificate, there is surprisingly little to be found in the authorities, as to why it is there. An inquiry into the reasons, if any, for such a provision is the purpose of this discussion. A decision of last summer, by the New York Supreme Court, New York County, lends present emphasis to the query. Three certificates of stock which had been indorsed in …
Corporations - Ratification Of Unauthorized Withdrawal Of Funds By An Officer Of A Corporation, Walter Probst Jr.
Corporations - Ratification Of Unauthorized Withdrawal Of Funds By An Officer Of A Corporation, Walter Probst Jr.
Michigan Law Review
The president of a corporation withdrew funds from the corporation with which to purchase stock for his own personal benefit. He used this money so as to save the brokerage cost of his securities. A great deal of the money was repaid a few days after its withdrawal. The board of directors, discovering these activities, approved all past actions and present loans of the president. Held, the attempted ratification by the board of directors did not relieve the president from his duty of accounting for the profits realized on the stock purchased with the funds, since there had not …
Corporations - Foreign Corporations - Service Of Process Based Upon Solicitation, Donald H. Larmee
Corporations - Foreign Corporations - Service Of Process Based Upon Solicitation, Donald H. Larmee
Michigan Law Review
The question of just when a foreign corporation is amenable to process for an in personam action has long troubled the courts. To one who is seeking a clear and applicable formula, the cases in this field offer but little aid because of the confusion created by the multitude of decisions upon the problem. The decisions of the United States Supreme Court itself are of no great assistance in deriving such a formula. Many attempts have been made by legal writers to define a working rule for this problem as a whole. However, the present writer will endeavor only to …
Corporation Statutes As The Answer To Parent-Subsidiary Liability, Elvin R. Latty
Corporation Statutes As The Answer To Parent-Subsidiary Liability, Elvin R. Latty
Michigan Law Review
The purpose of these few pages is to call attention to the view concerning the liability of a parent corporation for obligations of its subsidiaries set forth in a comment in a recent number of the Review.
Corporations - Power Of Majority Stockholders To Reorganize By Transfer Of Assets To New Corporation In Exchange For Stock, Kenneth K. Luce
Corporations - Power Of Majority Stockholders To Reorganize By Transfer Of Assets To New Corporation In Exchange For Stock, Kenneth K. Luce
Michigan Law Review
A private corporation is solvent and prosperous but is nearing the time when its charter will expire. The directors call a stockholders' meeting at which the majority of the stockholders vote: first, to form a new corporation and, second, to transfer all the assets of the old corporation to the new corporation in consideration for the entire capital stock of the new corporation and the assumption by the new corporation of all liabilities of the old corporation. The plan further provides that the old corporation is then to be dissolved, and the stock of the new corporation is to be …
Stockholders' Suits: A Possible Substitute, Harris Berlack
Stockholders' Suits: A Possible Substitute, Harris Berlack
Michigan Law Review
With the rapid expansion in the use of the corporate form of organization for business enterprise which has taken place during the last few decades, increasing attention has been paid by legal scholars to the question of the respective positions, rights and duties of the various components of the corporate structure. The functions, rights, obligations and liabilities of managers, officers, directors and stockholders, both majority and minority, have been analyzed and defined. Mr. Berle's analysis of corporate authority as power held in trust for the benefit of the stockholders has found wide acceptance as a comprehensive synthesis of the conclusions …
Bankruptcy - Corporate Reorganization Plan - Fairness And Feasibility, Erwin S. Simon
Bankruptcy - Corporate Reorganization Plan - Fairness And Feasibility, Erwin S. Simon
Michigan Law Review
The corporation, having assets of $295,000 and liabilities of $1,200,000, petitioned for reorganization under Section 77B of the Bankruptcy Act and presented a plan. The district court's dismissal of the debtor's petition was affirmed in the circuit court of appeals on the grounds that the plan offered was incomprehensible, that the appraisal required by the plan was unjust since the value and validity of the bonds had been found in the equity receivership, and that subsection (b)(5) of 77B was unconstitutional, the attempt to bind non-assenting creditors being a denial of due process. Certiorari was granted by the Supreme Court. …
Corporations - Charter Amendments - Delaware Dilemma, Michigan Law Review
Corporations - Charter Amendments - Delaware Dilemma, Michigan Law Review
Michigan Law Review
It may be conceded that a corporate charter is a contract having a threefold aspect as to the combinations of parties thereto, and that this contract, as between the corporation and the state, may be changed by the state without conflict with the Federal Constitution, providing the state has reserved a power to change. It still is an ever present problem, however, as to how far the state may affect the contracts of stockholders, either inter se or with the corporation. This problem is particularly a live one in Delaware, both because of the recent Keller case and the large …
Commission Jurisdiction Over Utility Cooperatives, Israel Packel
Commission Jurisdiction Over Utility Cooperatives, Israel Packel
Michigan Law Review
A group of farmers desire electricity. They propose to form a cooperative, to borrow money and to construct electric distribution lines. They probably will incorporate the cooperative as a stock or non-stock corporation in order to obtain the benefit of limited liability. The cooperative might be formed under a statute specifically enacted to authorize the formation of cooperatives or under a general incorporation statute. Normally, the charter of the cooperative will provide for equality in control by the members or shareholders and for a limited return or no return on capital investment. The cooperative will probably apply to the Federal …
Corporations - Parent's Liability For Subsidiary's Obligations, Michigan Law Review
Corporations - Parent's Liability For Subsidiary's Obligations, Michigan Law Review
Michigan Law Review
A parent corporation owned all the stock of a subsidiary which it had organized to hold real estate, its own business being mercantile. The directors and officers of both corporations were identical. The subsidiary sublet premises for ninety-nine years, in turn leasing them to the parent for ten years. Improvements were made in accordance with the subsidiary's contract, and "leasehold trust certificates" were issued by an assignee of the underlying lease. The parent quit the premises before the expiration of its lease, but paid the rent for the whole period. The subsidiary then defaulted on the ninety-nine year lease, having …
Corporations - Common Board - Fraud - Ratification By Majority Stockholders, Theodore R. Vogt
Corporations - Common Board - Fraud - Ratification By Majority Stockholders, Theodore R. Vogt
Michigan Law Review
Defendants were directors and officers of a managing corporation and its subsidiary. Both corporations paid defendants salaries, those from the managing corporation approximating the fees paid to it by the subsidiary for management services which were rendered by defendants. Held, payment of management fees by the subsidiary under such circumstances is fraudulent and recoverable from defendants, in a derivative suit by minority stockholders, despite a resolution of the majority stockholders of the subsidiary ratifying the payment. Eshleman v. Keenan, (Del. Ch. 1936) 187 A. 25.