Business Organizations Law Commons^™

New Rules And Regulations, Constantine N. Katsoris, Richard Lindsey, Robert Mcsweeney, Eugene Lopez, Yusif Simaan, Edward Fleishmann

Fordham Journal of Corporate & Financial Law

No abstract provided.

Corporate Democracy -- Not Such A Radical Idea, Carlin Meyer

Other Publications

No abstract provided.

Organized Labor As Shareholder Activist: Building Coalitions To Promote Worker Capitalism, Marleen A. O'Connor

University of Richmond Law Review

In the past, the traditional question posed by unions was: "which side are you on?"--presenting a clear choice between labor and capital. As membership and bargaining power fall, however, unions are asserting their rights as shareholders to influence corporate decision making outside the conventional labor law framework. Because the National Labor Relations Act does not adequately protect workers' rights, unions have devised innovative methods as shareholders to exercise unprecedented power over managers. In only a few years, labor-shareholders have become highly visible players in the institutional shareholder movement. As a group, labor-shareholders submit one of the largest numbers of shareholder …

The Sec And The Future Of Corporate Governance, Mark J. Loewenstein

Publications

No abstract provided.

Federal Chartering Revisited, Donald E. Schwartz

University of Michigan Journal of Law Reform

The protections that corporation law provided to shareholders and to our economic community against the excesses and complacency of corporate directors and managers have undergone a general weakening. Although it is uncertain whether the ALI can accomplish effective and meaningful reforms, this effort may be the most important attempt by the corporate community to reform itself.

The Plight Of Small Issuers (And Others) Under Regulation D: Those Nagging Problems That Need Attention, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Regulation D traces its roots to section 4(2) and section 3(b) of the Securities Act of 1933. Both of these sections are designed to relieve an issuer from the pains of registration under the 1933 Act in situations where Congress deemed such registration inappropriate. Therefore, under section 4(2), no registration is required for "transactions by an issuer not involving any public offering." Section 3(b) is not a self-executing exemption but instead permits the Securities and Exchange Commission to enact rules and regulations exempting issuers from registration requirements "if it finds that ... [registration] is not necessary in the public interest …

Stock Appreciation Rights And The Sec: A Case Of Questionable Rulemaking, Stuart R. Cohn

UF Law Faculty Publications

A stock appreciation rights (SARs) program is a form of deferred incentive compensation. Grantees are awarded SAR-units representing an equal number of the grantor’s equity shares currently being traded in public markets. SARs provide grantees the benefit of stock ownership without equity interest, investment, or risk of loss. Stock appreciation rights programs offer various advantages over other forms of executive compensation and have grown rapidly in number. These advantages include the availability of benefits without the requirement of monetary payments, the utilization of SARs as an interest-free form of financing the purchase of stock under tandem stock option programs, the …

Definition Of Control In Secondary Distributions, Rutheford B. Campbell Jr.

Law Faculty Scholarly Articles

Section 2(11) of the Securities Act of 1933 (Act) generally subjects the sale of securities by a person "controlling an issuer" to the same rules that govern the sale of securities by an issuer. Accordingly, before a "control" person may sell the securities he holds in the controlled corporation he must either register them with the Securities and Exchange Commission (Commission) or qualify for an exemption from the registration requirement. While the Act clearly requires that a "control" person either register or qualify for an exemption, it fails to define "control." Thus, the task of defining has fallen to the …

Proposed Regulation Of Limited Partnership Investment Programs, Ivan J. Schell

University of Michigan Journal of Law Reform

Limited partners have long been admonished to scrutinize potential investments; this advice is often ignored, however, by investors eager to reap quick profits. Furthermore, the proliferation of limited partnership interests in a single enterprise diffuses the focus of investor vigilance and increases the potential for undetected abuses. Thus a need for regulation, either governmental or private, has developed. Currently the Uniform Limited Partnership Act and blue sky laws provide some control of limited partnership abuses at the state level. On the interstate level, the Midwest Securities Commissioners Association, the National Association of Securities Dealers, and the Securities and Exchange Commission …

Restraints On Incumbent Directors In Intracorporate Battles For Control, Aaron Yoran

University of Richmond Law Review

Editor's Note: The first portion of Dr. Yoran's article, dealing with directors' maneuvering power in closed corporations, appeared in the Winter issue of the Review.

Proposed Sec Rules For Private Offerings: The Impact On Venture Capital Financing, Gregory A. Kearns

University of Michigan Journal of Law Reform

In order to facilitate venture capital financing, corporations rely upon the private offering exemption from the registration and prospectus requirements of the Securities Act of 1933. In an attempt to prevent this exemption from serving as a conduit for the flow of securities into the public securities markets, the Securities and Exchange Commission (SEC) has proposed new rules regulating the resale of securities purchased in a private offering. These proposals would alter, among other things, the existing holding period, sales limitation, and financial information requirements. This article will examine the impact of the proposed *rules on venture capital financing of …

The Decline Of The Purchaser-Seller Requirement Of Rule 10b-5, Edward J. Ciechon Jr.

Villanova Law Review (1956 - )

No abstract provided.

Integration Of Public Utility Holding Companies, Robert F. Ritchie

Michigan Legal Studies Series

The Public Utility Holding Company Act of 1935 was one of the most controversial pieces of legislation ever enacted by Congress, but despite this fact it has withstood numerous and vigorous attacks upon its constitutionality and, further, it has never been amended in any material respect. The Securities and Exchange Commission was confronted in 1935 with one of the most difficult administrative tasks in modern history. How it met and resolved the difficult problems of geographical and economic integration, arising under the so-called "death sentence" provisions of this Act, is the subject matter of this publication.

The research involved in …

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 - 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.

Corporate Proxies: Ii, Leonard H. Axe

Michigan Law Review

The first installment of this article discussed the historical development of the right and power to vote by proxy, and examined the cases dealing with the regulation by by-law of the right to vote by proxy, who may act as proxy holders, and the form of the proxy. Emphasis was placed upon the practical aspects of the execution of proxies and the duties of inspectors of elections. The present installment will take up the persons entitled to appoint proxy holders, the right to examine proxies, the scope of authority conferred and exercise of power, circumstances under which a stockholder is …

Holding Company Act - "Fair And Equitable" Plan, Michigan Law Review

Michigan Law Review

Should the words "fair and equitable" in section II (e) of the Holding Company Act be construed differently than the same words in section 77 B of the Bankruptcy Act? The Securities and Exchange Commission faced this question in disposing of a proposed plan of merger involving Utility Operators Company and subsidiaries. A divided commission gave an affirmative answer to the above question, holding "fair and equitable" in the Holding Company Act to permit relative priority. This holding merits particular interest since the United States Supreme Court has held the same words as used in section 77B permitted only absolute …

Corporations - Modification Provisions Of Corporate Mortgages And Trust Indentures, Charles H. Haines Jr.

Michigan Law Review

As early as the late 1800's it was not uncommon to find included in corporate mortgages and trust indentures provisions looking to the modification of the rights of the bondholders by action of a given majority of such holders. Ordinarily the power conferred could not be exercised by the holders of less than seventy-five per cent in value of the outstanding bonds; the modification authorized might be the alteration of security rights, the deferment of payments of interest or principal, the reduction of interest, or even the reduction of the debt. Inasmuch as the same equitable doctrines limit their use, …

Corporations - Right Of The Registrant To Withdraw A Registration Statement Under The Securities Act Of 1933, Arthur A. Greene Jr.

Michigan Law Review

One day after the registration statement filed by the corporation became effective, the Securities and Exchange Commission ordered a hearing to determine whether or not a stop order should be issued to suspend the effectiveness of the registration statement. Various issues of the same stock which registrant proposed to issue had been sold on the market, prior to the filing of the registration statement. During the hearings the corporation filed a motion to withdraw its registration statement. The motion was denied. The Securities and Exchange Commission applied to the district court for an order to compel obedience to its subpoena …

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.