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Articles 421 - 450 of 596
Full-Text Articles in Business Organizations Law
Corporations - Capital, Capital Stock And Stock, Frederick K. Brown
Corporations - Capital, Capital Stock And Stock, Frederick K. Brown
Michigan Law Review
The recent case of Haggard v. Lexington Utilities Co. is typical of the nominalistic confusion occasioned by the use of the terms "capital" and "capital stock." Whatever progress the courts have made toward making them words of precise signification has not been reflected in the drafting of statutes, where they are employed to represent a bewildering number of connotations. The courts have recognized this and have not sought to make them words of art with a single, definitive meaning but through the mechanics of statutory interpretation have sought to divine the legislative intent.
Joint Adventure-Extent To Which Partnership Law Applies, Merwin K. Grosberg
Joint Adventure-Extent To Which Partnership Law Applies, Merwin K. Grosberg
Michigan Law Review
The recent case of Chisholm v. Gilmer, in holding joint adventurers jointly liable on an obligation incurred by all the members thereof through a trustee who acted as agent for all the members, again opened up the problem of the nature of the joint adventure and the rights and liabilities of its members. When, in joint adventure cases, the relationship of the parties is not clearly determined by their contract, the courts have consistently looked to the law of partnership for aid in reaching a result. It is the purpose of this article to indicate the degree to which …
Corporations - Significance Of Appreciation And Changing Price Levels In Corporate Dividend Policies, Kenneth K. Luce
Corporations - Significance Of Appreciation And Changing Price Levels In Corporate Dividend Policies, Kenneth K. Luce
Michigan Law Review
The appreciation of assets and the legal and accounting problems involved are largely a product of constant fluctuation in the value of money, and to a lesser degree a prodμct of actual rise in the relative value of isolated pieces of property. In the face of political events such as the devaluation of the dollar, and economic phenomena such as the rising price level which the country has experienced since 1933, such problems are of immediate concern to the accountant and lawyer. We must recognize at the outset that appreciation or depreciation in the price level sense are unrelated to …
Corporations - Amendment Of Charter - Right To Redemption Of Preferred Stock., Michigan Law Review
Corporations - Amendment Of Charter - Right To Redemption Of Preferred Stock., Michigan Law Review
Michigan Law Review
Plaintiff owned 100 shares of preferred stock of defendant corporation, the certificates for which, and the articles of incorporation, provided for redemption on a· given date. Subsequent to plaintiff's becoming a stockholder but prior to the redemption date of his stock, a statute was passed allowing the majority of voting shareholders of a corporation to amend its articles "without limitation." Pursuant thereto the date for redemption of plaintiff's stock was postponed twenty-five years. Under the amended articles defendant refused plaintiff's tender of the stock and demand of payment on the original redemption date. In an action against the corporation, held …
Revenue Financing Of Public Enterprises, E. H. Foley Jr.
Revenue Financing Of Public Enterprises, E. H. Foley Jr.
Michigan Law Review
Courts have been slow to take judicial notice of the growing needs of local communities. Legislatures have restrained municipal corporations from engaging in business enterprises upon the assumption that the object was mere hope of gain, that the investment of municipal funds in such enterprises was simply a speculation, or that the effect was to divert municipal corporations from their legitimate ends and to poach upon the preserves of private enterprise. Novel municipal undertakings have been feared as an entering wedge of state socialism or governmental paternalism. Even when the instrumentality of private adventure was disposed to leave a need …
Uniform Corporation Laws Through Interstate Compacts And Federal Legislation, Robert S. Stevens
Uniform Corporation Laws Through Interstate Compacts And Federal Legislation, Robert S. Stevens
Michigan Law Review
It is the purpose of the present article to suggest that another means of accomplishing the end exists in the possibility of an interstate compact for uniform corporate legislation, coupled with supplementary federal legislation appropriate to make the interstate compact effective.
Corporations - Rights Of Creditors Of Insolvent Corporation - Greater Than Rights Of Corporation
Corporations - Rights Of Creditors Of Insolvent Corporation - Greater Than Rights Of Corporation
Michigan Law Review
The dissenting and majority opinions of Justices Roberts and Cardozo in the recent case of McCandless v. Furlaud are illustrative of basically divergent conceptions of the status and function of the corporate receiver. In the following examination and evaluation of these conflicting positions, attention will be directed chiefly to those situations involving the problem of promoter's profits. The language and attitude of the courts, however, is typical of that adopted in all cases in which the questions considered arise and the conclusions suggested are of general application.
Reorganization Without Consent Of Creditors - Section 77b (B) (5)
Reorganization Without Consent Of Creditors - Section 77b (B) (5)
Michigan Law Review
On May 15, 1936, the Circuit Court of Appeals for the Seventh Circuit denied a petition for leave to appeal from an order confirming a plan of reorganization under Section 77B of the Bankruptcy Act in the case of In re Garfield Arms Hotel Building Corporation. The property of the debtor, consisting of a furnished hotel building, was encumbered by a first mortgage bond issue of $254,500 with interest at six and one-half per cent in default since October 16, 1929. There was a second mortgage of $50,000 and accrued interest as well as approximately $22,000 in judgments against …
Corporations-Right Of Officers To Purchase Claims Against The Corporation And Enforce Them At Their Face Value
Michigan Law Review
Defendant was enlisted by one of the insolvent corporation's creditors, a holder of preferred stocks and debentures, to buy up landlord's claims against the corporation. These claims were large in number and amounts and were crucial elements in a successful reorganization. By means of the stock vote of the creditor, defendant was elected director of the corporation and remained as such for one month, though during this time he was not active in acquiring landlord's claims. Upon resignation as director, defendant was successful in buying up most of the landlord's claims, it being a fair inference from the facts that …
Corporations-Liability Of Promoters For Secret Profit
Corporations-Liability Of Promoters For Secret Profit
Michigan Law Review
In view of the peculiar position of control which a promoter occupies in relation to the proposed corporation, with resultant opportunities for making unconscionable profits, courts have uniformly regarded him as standing in a fiduciary relationship toward the corporation. Accordingly, when a promoter seeks to make a profit from a transfer of property to the corporation, he must obtain the consent of the latter under penalty of having to disgorge such profit at a later time at the suit of the corporation itself or persons acting in the latter's behalf. Such liability is to be distinguished from the liability of …
Corporations-''Fair Plan" Under Section 77b-Applicability Of Boyd Case, Edward B. Barrett
Corporations-''Fair Plan" Under Section 77b-Applicability Of Boyd Case, Edward B. Barrett
Michigan Law Review
Few controversies can arise that present so many variables and require such delicate balancing of not easily ascertainable economic and legal interests as the one occurring when it becomes necessary for a court to pass on the fairness of a reorganization plan. The recognition of this is clearly seen in the provision of Section 77B of the Bankruptcy Act which reads in part: "after hearing such objections as may be made to the plan, the judge shall confirm the plan if satisfied that it is fair and equitable and does not discriminate unfairly in favor of any class of creditors …
The Corporate Entity As A Solvent Of Legal Problems, Elvin R. Latty
The Corporate Entity As A Solvent Of Legal Problems, Elvin R. Latty
Michigan Law Review
If a layman were to ask a lawyer what is the reason that a stockholder is ordinarily not liable for his corporation's debts or that a deed to corporate property by the sole stockholder in his own name is not a flawless conveyance, the answer the layman would get would be: a corporation is a wholly different person from its stockholders-it is an entity separate and distinct from them. That answer reveals the traditional approach to scores of problems in corporation law, an approach which, it is submitted, can lead the incautious into considerable trouble.
Corporations - Liability Of Directors To Creditors For Negligent Management
Corporations - Liability Of Directors To Creditors For Negligent Management
Michigan Law Review
There is much confusion in the cases concerning a director's liability to a creditor for negligent management of the corporation. A clearer answer might be indicated by an examination of analogous situations involving individuals instead of corporations. It adds confusion to the law to have a different rule for a corporation than for a human being, and such a result should be avoided unless separate treatment is required by something inherent in the corporation. The least that can happen if a court thinks along these lines is that it will be more likely to know what it is doing.
Corporations-Disregard Of Separate Entities-Subsidiary Corporation An Instrumentality Of The Parent
Corporations-Disregard Of Separate Entities-Subsidiary Corporation An Instrumentality Of The Parent
Michigan Law Review
Defendant corporation had an excess of assets over liabilities, but its ratio of current assets to current liabilities had declined below the then normal banking credit requirement of two to one. In order to avoid acknowledgment of commercial insolvency due to inability to meet obligations maturing in the near future, defendant organized a subsidiary corporation to take over the sales end of the enterprise, transferring to the subsidiary sufficient current assets to give it the required banking ratio with regard to the liabilities assumed by the subsidiary consisting of bank obligations and some of the current bills payable of the …
Corporations-Right Of Stockholder To Inspect Stock Book Of Bankrupt Corporation Under Section 77b
Corporations-Right Of Stockholder To Inspect Stock Book Of Bankrupt Corporation Under Section 77b
Michigan Law Review
Petitioner was the controlling stockholder of B corporation, which had its petition for reorganization under Section 77B of the National Bankruptcy Act approved. Being dissatisfied with the present board, he applied to the district court for an order directing the trustees of B to permit him to examine the stock book for the purpose of securing names of stockholders in order to call a meeting to elect a new board. Application was denied by the district court on the ground that calling a meeting would impede rapidity of reorganization. On appeal, held, application should have been granted, for Section …
Corporations-Voting Trusts-Public Policy
Corporations-Voting Trusts-Public Policy
Michigan Law Review
Owning practically all the stock in two corporations, the decedent by will divided his holdings equally among his six children. To perpetuate the control of two sons who had been in active management for ten or twelve years, the other children transferred their stock in trust to the two sons to hold during the lives of these two or the life of the survivor, to vote, and to collect and pay over dividends. In an action by beneficiaries representing one-third of the stock to have the trust instruments declared void, the court held that the trust was not against public …
Fees And Expenses In A Corporate Reorganization Under Section 77b, George F. Medill
Fees And Expenses In A Corporate Reorganization Under Section 77b, George F. Medill
Michigan Law Review
A District Court of the United States in a proceeding under Section 77B of the Bankruptcy Act has substantially all the powers of a court of equity. All that follows may be summarized by saying that allowances of compensation for services and reimbursement for expenses are to be made by the court according to the principles and practices of equity applied to the accomplishment of the purposes of the Section and the object of the proceeding-a fair and equitable plan of reorganization. The Section, so far as it provides for or regulates allowances, is no more than a statutory restatement …
Corporations-Accommodation Guaranty-Effect Of Charter Provision
Corporations-Accommodation Guaranty-Effect Of Charter Provision
Michigan Law Review
The articles of the complainant business corporation authorized it "to guarantee interest, dividends, or other returns to the holders of securities or other obligations of other persons or companies in cases wherein it shall be advantageous to this company to do so." The corporation pledged to the defendant bank some of its bonds held in its treasury to secure the previously incurred personal indebtedness of its treasurer. In affirming a decree adjudging that the corporation was complete owner of the bonds, that the bank had no interest therein, and that the guaranty-pledge was ultra vires, the court held, that …
Corporations-Amendment Of Corporate Charters-Power Of The Legislature To Authorize Changes In Intracorporate Affairs
Michigan Law Review
In 1819, in the leading Dartmouth College case, Justice Story suggested that a state might easily retain control over its corporations by the simple expedient of reserving the power to alter, amend, or repeal the charter. The states were quick to accept the suggestion, but the real extent of this reserved power has never been definitely ascertained. A minority of the state courts, led by New Jersey, have held that this reserved power extends only over the contract between the state and the corporation; whereas a great majority have adopted the view that it extends over the contract between the …
Corporations-Liability Of Officers Of Corporate Trustee For Breach Of Trust
Corporations-Liability Of Officers Of Corporate Trustee For Breach Of Trust
Michigan Law Review
Defendants were officers and directors of the Lincoln Trust Company, which was acting as trustee for the holders of certain bonds secured by a mortgage. Among other things, the trust instrument provided that the Trust Company should foreclose whenever a breach of the conditions of the mortgage should occur. The mortgagors defaulted on interest payments, but the Trust Company nevertheless advanced the amount of the interest to the bondholders without notifying them that the mortgagors had defaulted, the concealment being apparently for the purpose of maintaining the market value of the bonds. In an action brought by the successor trustee …
Municipal Corporations-Constitutionality Of Municipal Debt Readjustment Act
Municipal Corporations-Constitutionality Of Municipal Debt Readjustment Act
Michigan Law Review
To avail itself of the remedial provisions of the National Bankruptcy Act as amended by section 80, the Imperial Irrigation District, a taxing district within the State of California, filed a petition for the readjustment of its debts. Pursuant to the requirements of section 80 the petition alleged that the District was unable to meet its debts and that a plan of readjustment had been accepted by 87.31 per cent of the creditors. Contestants, owners of petitioners' bonds, intervened. Held, section 80 of the National Bankruptcy Act as applied to the readjustment of the debts of an irrigation district …
Corporations-Validity Of Option To Convert Preferred Stock Into Mortgage Bonds
Corporations-Validity Of Option To Convert Preferred Stock Into Mortgage Bonds
Michigan Law Review
A corporation issued preferred stock, with a fixed dividend rate, power to elect a director voting as a class, and an option in the holder to convert, at his election, into mortgage bonds which were issued at the same time. After a substantial indebtedness had been incurred by the corporation, the stockholders exercised their option to convert into bonds. The corporation then went into bankruptcy, and in reorganization proceedings, the bondholders claim a preference over general creditors. Held, that the former holders of the preferred stock were stockholders and not creditors of the corporation and that, in the absence …
Corporations-Allowance For Depreciation Of Real Estate In Determining Surplus
Corporations-Allowance For Depreciation Of Real Estate In Determining Surplus
Michigan Law Review
In a proceeding to review the election of directors it became necessary to determine whether or not a certain declaration of dividends was lawful. The Delaware statute provides that dividends may be declared either "out of its [the corporation's] net assets in excess of its capital" or "in case there shall be no such excess, out of its net profits for the fiscal year then current and/or preceding fiscal year." It was admitted that there had been no profits during the current or preceding fiscal year, and it was found that in calculating the surplus no allowance had been made …
Corporations - Reorganization - Expedition Required Under Section 77b In Agreeing Upon And Presenting Acceptable Plan
Michigan Law Review
B corporation filed its petition for reorganization under Section 77B of the Bankruptcy Act. This was contested by answer of bondholders' committee and certain minor creditors as provided for in Section 77B (a) on the ground that reorganization was not in the best interests of the preserving of assets. Held, there is no reason to believe that with a fair and equitable plan of reorganization there would be no substantial equities; therefore, the petition is received and B is allowed to proceed under Section 77B and to present within a reasonable time some plan of reorganization as provided by …
Bankruptcy- Preferred Stockholders As Creditors For Accrued Dividends Under Section 77b Of The Bankruptcy Act
Michigan Law Review
Preferred stockholders were "beguiled" into purchasing their stock, and paid, as part of the subscription price, for accrued dividends at the rate of 6 per cent per annum from June 1, 1933, to the date of their respective subscriptions, upon the "virtual promise of refund" on December 1, 1933, the next dividend date. No dividend was declared or paid. Such stockholders seek to file a petition for the reorganization of the corporation under Section 77B of the Bankruptcy Act as "creditors" within the meaning of the word as employed in that section. Held, they are "creditors" within the meaning …
Corporations -Accountability Of Majority Shareholders For Secret Profits
Corporations -Accountability Of Majority Shareholders For Secret Profits
Michigan Law Review
A corporation wished to obtain a lease owned by B corporation. Unable to purchase the lease, A corporation contracted with C and D, holders of a majority of the stock of B corporation, and officers and directors therein, whereby C and D were to exchange their stock in B corporation for an equivalent of $15.95 a share. C and D further agreed to recommend to the minority an offer of an equivalent of $14.12 a share. On the recommendation of C and D, but without knowledge that they were receiving less for their stock, the other shareholders accepted …
Corporate Reorganization-Section 77 Of The Bankruptcy Act--Power Of Court To Enjoin Sale Of Bonds Pledged As Collateral
Michigan Law Review
The recent Chicago, Rock Island case raised an interesting problem under Section 77 of the Bankruptcy Act. The Chicago, Rock Island as parent railroad of a system extending into one-fourth of the states, had pledged large blocks of its own mortgage bonds and those of its subsidiaries, as security for loans made to it by the Reconstruction Finance Corporation and some Chicago, New York, and St. Louis banks, under an agreement whereby the pledgees were given a power of private sale, without notice, upon set contingencies. In addition to the above it had previously pledged with trustees as security for …
Corporations-Liability For Unpaid Subscriptions-Power Of Receiver To Collect Unpaid Amount
Corporations-Liability For Unpaid Subscriptions-Power Of Receiver To Collect Unpaid Amount
Michigan Law Review
The liability of a subscriber to corporate stock exists by virtue of the contractual obligation to the corporation to pay the subscription price or the unpaid installment thereon. Because this liability is often declared by statute, it is essential, to avoid a confused analysis of the precise nature of the liability in question, to distinguish other types of stockholder's liability. Statutory super-added liability in excess of the par value of the stock, and liability for watered stock are excluded from consideration. An analysis of the subscriber's liability will be materially aided by a classification with respect to plaintiffs entitled to …
Corporations-Trust Indenture-Bond And Indenture Provisions Giving Notice To Security Holders Of Limitations Upon Right To Sue
Michigan Law Review
In a recent comment in this Review it was pointed out that many corporate bonds contain a clause referring the bondholder to the trust indenture, under which the bonds are issued, for a description of his rights with respect to the bond. The main purpose of this reference clause is to give the holder notice of the limitations upon his right to sue either at law upon the bond or in equity upon the security. These limitations, whatever they may be, are generally too numerous to reprint on the bond, and hence they are found only in the indenture. One …
Corporations-State Privilege Taxes-Valuation Of Property To Determine Surplus
Corporations-State Privilege Taxes-Valuation Of Property To Determine Surplus
Michigan Law Review
Various bases have been evolved in this country for computing corporation privilege taxes. Of special interest is the fact that seven states have made corporate surplus together with capital the basis for such taxes - Louisiana, Michigan, Mississippi, Missouri, North Carolina, Ohio, and Texas. The statutes of these states adopt either the gross value or the net value of the assets of corporations as the foundation of the tax, depending upon whether or not liabilities may be deducted. In fixing the amount of such a tax, some valuation of corporate property to determine the corporation's surplus is necessary.