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Articles 181 - 210 of 223
Full-Text Articles in Business Organizations Law
Shareholders Versus Managers: The Strain In The Corporate Web, John C. Coffee Jr.
Shareholders Versus Managers: The Strain In The Corporate Web, John C. Coffee Jr.
Michigan Law Review
Part I will seek to understand why firms trade in the stock market at a substantial discount from their asset value. It will answer that existing theories of the firm have not given adequate attention to a critical area where shareholders and managers have an inherent conflict, one that the existing structure of the firm does not resolve or mitigate. Despite the significant changes in the internal structure of the corporation over the last half century that have been described by business historians, there remains a deep internal strain between shareholders, on the one hand, and managers and employees, on …
Of Lollipops And Law -- A Proposal For A National Policy Concerning Tender Offer Defenses, Ted J. Fiflis
Of Lollipops And Law -- A Proposal For A National Policy Concerning Tender Offer Defenses, Ted J. Fiflis
Publications
Early last year, Mesa Petroleum Company made a tender offer for shares of Unocal Corporation in an effort to take over Unocal. Unocal responded by using the "lollipop" defense, which is a discriminatory issuer self-tender offer. Unocal's use of this defense resulted in huge economic losses to many of Unocal's small shareholders who were not knowledgeable about the ramifications of their participation or non-participation in the tender offer. The Delaware Supreme Court upheld Unocal's use of this defense as an appropriate exercise of business judgment. A federal district court in California refused to strike down the lollipop under federal law …
Empirical Research And The Shareholder Derivative Suit: Toward A Better-Informed Debate, Bryant G. Garth, Ilene H. Nagel, Sheldon J. Plager
Empirical Research And The Shareholder Derivative Suit: Toward A Better-Informed Debate, Bryant G. Garth, Ilene H. Nagel, Sheldon J. Plager
Articles by Maurer Faculty
No abstract provided.
Fair Dealing Comes Of Age In The Regulation Of Going Private Transactions, Carole Silver
Fair Dealing Comes Of Age In The Regulation Of Going Private Transactions, Carole Silver
Articles by Maurer Faculty
No abstract provided.
The Power Struggle Between Shareholders And Directors: The Demand Requirement In Derivative Suits, Tamar S. Frankel, Wayne M. Barsky
The Power Struggle Between Shareholders And Directors: The Demand Requirement In Derivative Suits, Tamar S. Frankel, Wayne M. Barsky
Faculty Scholarship
This article examines the demand shareholders must make on a corporation's board of directors prior to bringing a derivative suit. ... Presented with the question of whether the court would give effect to a decision of a committee of disinterested directors to terminate a shareholder derivative suit alleging directors' breach of fiduciary duties, the court ruled that even if the special committee was truly disinterested and independent, "[t]he Court should determine, applying its own independent business judgment, whether the [corporation's] motion [to dismiss the derivative action] should be granted." ... A derivative suit is one of the means for conducting …
Tender Offer Defensive Tactics-Federal Regulation Of Management's Prerogative , James P. Walker
Tender Offer Defensive Tactics-Federal Regulation Of Management's Prerogative , James P. Walker
Fordham Urban Law Journal
Management of a corporation has a general duty to determine whether a tender offer is in the best interest of the corporation and its shareholders. When management uses defensive tactics to respond to a tender offer, they are not acting in the best interests of the shareholders, because their actions are misleading. Shareholders seeking to attack the use of defensive tactics during a tender offer may proceed under state corporations laws, or federal securities laws. Under state law, the judiciary typically scrutinizes management activity under the business judgment rule, limiting scrutiny to situations where management decision are influenced by personal …
Equity Insolvency And The New Model Business Corporation Act, Daniel T. Murphy
Equity Insolvency And The New Model Business Corporation Act, Daniel T. Murphy
Law Faculty Publications
By eliminating earned and capital surplus, the new Model Business Corporation Act may be perceived as providing directors with some additional flexibility regarding distributions to shareholders. As a practical matter however, the statute does not dramatically enlarge the ambit of their discretion. Directors have always had the flexibility to make distributions from both earned or capital surplus. The distributions are still tempered, as they were under the old statute, by the notion of equity solvency. On the other hand, the Comment to new section 45 provides the board of directors with substantial guidance of the proper methodology to use in …
Double Jeopardy Of Corporate Profits, The , Constantine N. Katsoris
Double Jeopardy Of Corporate Profits, The , Constantine N. Katsoris
Faculty Scholarship
The more one reads about our economy, the more one is baffled and alarmed. Permanent solutions to economic problems are elusive. Treating one financial malaise often aggravates another sector of the economy, necessitating a delicate balancing of conflicting interests. Furthermore, the problems are complicated by the constant influence of foreign forces. Nevertheless, most economists agree that any solution will require enormous funding. Unfortunately, the public has little, if any, confidence in our tax system. Indeed, some tax laws and proposals have been referred to as "obscene" and a "disgrace to the human race." Few quarrel with the aptness of such …
Santa Fe Industries, Inc. V. Green: An Analysis Two Years Later, Rutheford B. Campbell Jr.
Santa Fe Industries, Inc. V. Green: An Analysis Two Years Later, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
In 1977, the Supreme Court decided Santa Fe Industries, Inc. v. Green. Although the outcome of that decision should have surprised no one, since the trend of the Court clearly had been to constrict the scope of the federal securities legislation, the case was a major decision that will have a substantial impact on the development of corporate law in this country. Indeed, it may turn out to be one of the most significant corporate cases decided by the Supreme Court in recent years. Since by this point the dust has settled from the case, it seems appropriate to …
Securities Law - Rule 10b-5 - Oral Executory Contract To Purchase Securities Held To Provide Sufficient Basis For Standing To Bring Private 10b-5 Action, And Fraud Occuring During The Pendency Fo The Executory Contract Held To Be In Connection With The Purchase Of Securities, Lisa S. Hunter
Villanova Law Review (1956 - )
No abstract provided.
Accident And Malpractice Liability Of Professional Corporation Shareholders, Richard Tunis Prins
Accident And Malpractice Liability Of Professional Corporation Shareholders, Richard Tunis Prins
University of Michigan Journal of Law Reform
Part I of this note describes the various tort liability provisions found in the professional corporation acts, focusing particularly on the recently published Model Professional Corporation Supplement. Part II compares how effectively these alternatives accomplish the goals of accident law in the professional corporation setting. The inability of the preferred model provision to alleviate the malpractice problem in any way as well as proposals for reinvigoration of the professional corporation act concept are discussed in Part III.
Eliminating The Capital Gains Preference. Part Ii: The Problem Of Corporate Taxation, Michael J. Waggoner
Eliminating The Capital Gains Preference. Part Ii: The Problem Of Corporate Taxation, Michael J. Waggoner
Publications
No abstract provided.
Voluntary Recapitalizations, Fairness, And Rule 10b-5: Life Along The Trail Of Santa Fe, Rutheford B. Campbell Jr.
Voluntary Recapitalizations, Fairness, And Rule 10b-5: Life Along The Trail Of Santa Fe, Rutheford B. Campbell Jr.
Kentucky Law Journal
No abstract provided.
A Reconsideration Of The Stock Market Exception To The Dissenting Shareholder's Right Of Appraisal, Robert H. Jerry Ii
A Reconsideration Of The Stock Market Exception To The Dissenting Shareholder's Right Of Appraisal, Robert H. Jerry Ii
Faculty Publications
Legislation has attempted to balance fairly the interests of the dissenting shareholder against the corporation's need to reorganize in response to changing economic conditions. The bull market that lasted through 1972 persuaded many drafters of corporate statutes that a dissenting shareholder's interests were adequately protected if he could sell his shares on the market. Accordingly, they promulgated the stock market exception to limit the situations in which the appraisal remedy might inhibit needed corporate flexibility. Low stock prices during 1973 and 19741 have generated a need to reassess this balancing of interests and to reconsider the desirability of the stock …
Limited Liability For Corporate Shareholders: Myth Or Matter-Of-Fact, Rutheford B. Campbell Jr.
Limited Liability For Corporate Shareholders: Myth Or Matter-Of-Fact, Rutheford B. Campbell Jr.
Law Faculty Scholarly Articles
One of the most important and firmly entrenched concepts of modern corporate law is the concept of limited liability. The digests abound with ringing phrases granting the owners of corporations immunity from liability beyond their initial investment. There are, however, numerous cases in which the courts have denied the owners of corporations the protection of limited liability and have held the owners liable for an obligation incurred by the corporation. It is the purpose of this paper to examine the theories under which the owners of corporations have been held liable for the contractual obligation of corporations.
Providing An Effective Remedy In Shareholder Suits Against Officers, Directors, And Controlling Persons, Michael H. Woolever
Providing An Effective Remedy In Shareholder Suits Against Officers, Directors, And Controlling Persons, Michael H. Woolever
University of Michigan Journal of Law Reform
Corporate officers, directors, and controlling persons occupy a fiduciary relationship toward the corporation and its shareholders in the exercise of control over corporate affairs. This fiduciary obligation requires that officers, directors, and controlling persons act in good faith and perform their offices in the best interests of the corporation and its shareholders and not to their own advantage. When this duty is breached, a shareholder may bring an action against these fiduciaries, either in his own name or derivatively for the benefit of the corporation. Under present law, however, it may be impossible for an American court to secure jurisdiction …
Perlman V. Feldmann: A Case Study In Contemporary Corporate Legal History, Jan G. Deutsch
Perlman V. Feldmann: A Case Study In Contemporary Corporate Legal History, Jan G. Deutsch
University of Michigan Journal of Law Reform
The author gives the following introduction to this article: “When I was a law student, taking a course in introductory corporate law, what was heard around the halls was that most of corporate law would be learned if one understood Perlman v. Feldmann. I agree with that statement, and I have agreed more strongly each year I myself have taught introductory corporate law. Indeed, I now believe one would also learn a good deal about the significance of-the corporation in American life during the past two decades. Unfortunately, however, it seems to me-on the basis of having read everything …
Limited Liability For Corporate Shareholders: Myth Or Matter-Of-Fact, Rutheford B. Campbell Jr.
Limited Liability For Corporate Shareholders: Myth Or Matter-Of-Fact, Rutheford B. Campbell Jr.
Kentucky Law Journal
No abstract provided.
The Shareholder's Role In Corporate Social Responsibility, Thomas H. Hay
The Shareholder's Role In Corporate Social Responsibility, Thomas H. Hay
University of Michigan Journal of Law Reform
In The Modern Corporation and Private Property, Professors Berle and Means concluded that the corporation should serve the interests of all society and not solely the interests of its shareholders. This concept was a break from traditional corporate theory and the beginning of the theory of corporate social responsibility. The purpose of this article is to assess the modem shareholder's role in the implementation of this doctrine. Because Berle was one of the first to consider the role of the shareholder in enforcing the corporation's responsibility to society, this article will begin with a brief review of his ideas …
The Public-Interest Proxy Contest: Reflections On Campaign Gm, Donald E. Schwartz
The Public-Interest Proxy Contest: Reflections On Campaign Gm, Donald E. Schwartz
Michigan Law Review
Proxy contests are generally fought for control of a corporation. The rules governing this form of corporate combat seek to provide shareholders with adequate information about the rival forces for control so that they can intelligently choose between them. The information furnished in proxy materials and discussions at annual meetings have traditionally been devoted almost entirely to subjects such as finance, production, acquisitions, and the like.
Taxation Of Preferred Stock In Corporate Reorganizations, Bruce E. Gagnon
Taxation Of Preferred Stock In Corporate Reorganizations, Bruce E. Gagnon
Vanderbilt Law Review
Among the sections added to the revised version of the Internal Revenue Code of 1954 was section 306, designed to close a gaping loophole which might have permitted many taxpayers to withdraw earnings and profits from a corporation through the distribution and sale of preferred stock and to receive capital gains treatment at the shareholder level rather than the dividend treatment ordinarily applicable to such distributions. In this article, Professor Gagnon argues that, as applied to corporate reorganizations, section 306 falls far from its mark. After discussing the purpose and operation of section 306 and related sections, the author suggests …
Removal Of The Corporate Director During His Term Of Office, Arthur H. Travers Jr.
Removal Of The Corporate Director During His Term Of Office, Arthur H. Travers Jr.
Publications
The traditional rules governing the removal of corporate directors have evolved so as to insulate the board of directors from the shareholders who elect them. Professor Travers in his article examines initially the interests being advanced by protecting the board members from removal by their electorate. He then critically analyzes the law as it relates to these interests in order to suggest a more rational approach.
Notes: Director’S Statutory Action In New York, Sidney Kwestel
Notes: Director’S Statutory Action In New York, Sidney Kwestel
Scholarly Works
No abstract provided.
Fractional Corporate Shares, W. Lewis Roberts
Fractional Corporate Shares, W. Lewis Roberts
Kentucky Law Journal
No abstract provided.
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.
Bankruptcy - Corporate Reorganization - Fairness Of The Plan, Stanton J. Schuman
Bankruptcy - Corporate Reorganization - Fairness Of The Plan, Stanton J. Schuman
Michigan Law Review
In a reorganization under 77B the unsecured creditors were to be paid by receiving non-voting preferred stock of the insolvent debtor up to the amount of their claims. The old preferred stockholders were to keep the balance of this same class of stock. One thousand shares of voting common stock were to be given to the old shareholders on the basis of one new share for each old share. The plan was approved by ninety-four per cent of the creditors, but the master proposed an amendment whereby the creditors were to have the right to vote in the selection of …
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.
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 …
Corporations-Qualifications Of Officers-Effect On Existing By-Laws Of Change In Statute
Corporations-Qualifications Of Officers-Effect On Existing By-Laws Of Change In Statute
Michigan Law Review
Corporate by-laws adopted under and following Act No. 84, Michigan Public Acts of 1921, required that directors be chosen from stockholders, the positions to become vacant should the directors dispose of their stock. In 1931 the statute was changed, now reading that "directors . . . need not be shareholders unless the articles so provide." The by-laws were not altered. Qualified directors subsequently disposed of their stock and petitioned the chancery court under the statute for dissolution of the corporation and appointment of a receiver. Appealing from an order granting that petition, creditors and stockholders of the corporation contended that …
Corporations - Attacks On Salaries Paid To Corporate Executives
Corporations - Attacks On Salaries Paid To Corporate Executives
Michigan Law Review
In October, 1933, the former president and chairman of the governing board of one of the world's greatest banks appeared before the Senate Committee on Banking and Currency, in Washington. During the course of the testimony, it was revealed that through the years 1929-33 this executive had received from his bank upwards of $1,100,000 in salary, bonus, and extra compensation. For the two years immediately past, he had served as a director in fifty-nine other corporations, from one of which he had at one time received a salary of $40,000 a year for services as director only, and from another …