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Articles 10441 - 10470 of 10754

Full-Text Articles in Business Organizations Law

Corporations-Trust Indenture-Bond And Indenture Provisions Giving Notice To Security Holders Of Limitations Upon Right To Sue May 1935

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 …

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Corporate Reorganization-Section 77 Of The Bankruptcy Act--Power Of Court To Enjoin Sale Of Bonds Pledged As Collateral May 1935

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 …

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Corporations-Liability For Unpaid Subscriptions-Power Of Receiver To Collect Unpaid Amount May 1935

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 …

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Corporations-State Privilege Taxes-Valuation Of Property To Determine Surplus May 1935

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.

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Corporations - Exculpatory Provision In Bond - Stockholders' Liability For Illegal Dividends May 1935

Corporations - Exculpatory Provision In Bond - Stockholders' Liability For Illegal Dividends

Michigan Law Review

A bondholders' protective committee sued a holding company under a Michigan statute making stockholders in street railway companies, who knowingly receive dividends in impairment of capital stock, liable for corporate debt then existing and subsequently accruing while they remain stockholders. The defense relied on was a "no recourse" clause in the bonds wherein the creditors waived their rights to any assessment whatsoever "against any incorporator, stockholder, officer or director of the railway company, or any successor corporation." Held, the "no recourse" clause waived only liabilities where the defendant acted in good faith; not where the defendant acted fraudulently in …

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Corporations-Reorganization Under Bankruptcy Act-Jurisdiction Extending Throughout United States As Substitute For Ancillary Proceedings May 1935

Corporations-Reorganization Under Bankruptcy Act-Jurisdiction Extending Throughout United States As Substitute For Ancillary Proceedings

Michigan Law Review

On petition of debtor railroad seeking reorganization under Section 77, the District Court for the Northern District of Illinois, eastern division, enjoined non-resident pledgees from exercising their power of sale. Extra-territorial jurisdiction was grounded on Section 77 B, giving to the District Court "exclusive jurisdiction of the debtor and its property wherever located." Held, that "exclusive jurisdiction" means control over the debtor's property wherever located within the United States, and to protect the property process may issue affecting persons anywhere within the United States. Continental Illinois Nat. Bank v. Chicago, Rock Island & Pacific Ry., (U.S. 1935) 55 …

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Price-Fixing In The Bituminous Coal Industry--A Legal-Economic Problem, Stephen P. Burke Apr 1935

Price-Fixing In The Bituminous Coal Industry--A Legal-Economic Problem, Stephen P. Burke

West Virginia Law Review

The coal industry is a war casualty. True, the infections which resulted in its almost complete disability over the past decade were present long before the war and, if unchecked, would in time have run the same course. However, war exposure unquestionably aggravated the disease and hastened the disability. The cripple became a pauper, offering his wares for whatever -the public would pay, which was almost invariably less than the true cost. To be sure, the public in a manner made this up to him through private and state charity and latterly through federal relief. Withal, he was scarcely able …

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Injunctions--Covenant Of Employee Not To Compete--Validity Of Extensive Territorial Restrictions--Divisibility, Rudolph E. Hagberg Apr 1935

Injunctions--Covenant Of Employee Not To Compete--Validity Of Extensive Territorial Restrictions--Divisibility, Rudolph E. Hagberg

West Virginia Law Review

No abstract provided.

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Corporations-Contracts By Foreign Corporations Before Compliance With Statutes Governing Admission-Validity Apr 1935

Corporations-Contracts By Foreign Corporations Before Compliance With Statutes Governing Admission-Validity

Indiana Law Journal

No abstract provided.

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Corporations -Liability Of Broker On Misleading Circulars Apr 1935

Corporations -Liability Of Broker On Misleading Circulars

Michigan Law Review

The possibilities of civil and criminal liability under the recent Securities Act of 1933 and the Securities Exchange Act of 1934 have caused considerable fear to those business groups which take part in the business of issuing and transferring corporate securities. The federal acts do subject the vendor of securities who induces sales by means of false or misleading prospectuses and circulars to a possibility of civil liability which was not present under the common law. In a recent Michigan case, the court reached substantially the objectives sought by these acts by applying the existing rules of common law in …

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Corporations - Right Of Preferred Stockholders To Participate In Dividends Beyond Specified Amount Apr 1935

Corporations - Right Of Preferred Stockholders To Participate In Dividends Beyond Specified Amount

Michigan Law Review

The holders of a minority of the preferred stock of a foundry company petitioned for receivership and repayment of part of the dividends which had been paid to common stockholders, contending that after payment of the stipulated 6 per cent dividend on the preferred stock and a like percentage on the common stock, preferred and common stockholders should participate alike in all further dividends declared. There was no provision in the articles or by-laws of the corporation concerning such participation in dividends. Held, that in the absence of express provision, preferred stockholders are entitled to receive only their guaranteed …

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Corporate Reorganization Under The Bankruptcy Act, Joseph Heffernan Apr 1935

Corporate Reorganization Under The Bankruptcy Act, Joseph Heffernan

Indiana Law Journal

No abstract provided.

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Corporations - Fiduciary Relation Of Directors - Purchase Of Stock For Company Apr 1935

Corporations - Fiduciary Relation Of Directors - Purchase Of Stock For Company

Michigan Law Review

A company needed a block of stock offered to it in order to acquire certain patent rights. The finances of the company were insufficient to effect the purchase. The board of directors accepted the offer for the company with the understanding that the directors would acquire the stock individually and turn over to the company the needed patent rights. After bankruptcy, the trustee of the company sued to recover profits realized by the directors from a sale of the stock. Held, the inability of the company to purchase the stock itself does not relieve the directors from liability for …

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Tort Liability Of Municipal Corporations In Indiana, Alma Chattin Mar 1935

Tort Liability Of Municipal Corporations In Indiana, Alma Chattin

Indiana Law Journal

No abstract provided.

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Corporations - Depreciation And Net Profits For Dividend Purposes Mar 1935

Corporations - Depreciation And Net Profits For Dividend Purposes

Michigan Law Review

This discussion will deal only with cash dividends on par value stock. It proceeds on the assumption that dividends in a particular jurisdiction may be paid only from "net profits," but it is not the writer's purpose to interpret "net profits" except so far as that term is affected by depreciation. The discussion will consist of a short examination of the economic nature of depreciation; a consideration of accounting techniques for handling depreciation in the accounts, with an evaluation of these techniques from the point of view of analytical jurisprudence; and a discussion of the case law.

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Corporations-Voting Trust Agreements - Extensions Beyond Statutory Limit Mar 1935

Corporations-Voting Trust Agreements - Extensions Beyond Statutory Limit

Michigan Law Review

A voting trust agreement provided that the trust should continue for ten years from the date thereof, and authorized the trustees at the expiration of such term to renew the agreement for a further term. Held, that under the New York statute limiting voting trusts to ten years the agreement was valid for such period, but the provision authorizing renewal was invalid. Kittinger v. Churchill Evangelistic Ass'n, 151 Misc. 350, 271 N. Y. S. 510 (1934).

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Mining Partnerships In West Virginia, Stephen Ailes Feb 1935

Mining Partnerships In West Virginia, Stephen Ailes

West Virginia Law Review

A recent West: Virginia case bases the determination of the rights of the parties upon certain rules peculiar to the law of mining partnership, thereby supplementing a line of decisions which have been the subject of frequent citation by courts and text writers throughout the country. Those decisions paint a more or less complete picture when properly grouped, and it is the purpose of this note to effect that grouping.

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Corporations -De Facto Existence Of Corporations Where Charter Expired Feb 1935

Corporations -De Facto Existence Of Corporations Where Charter Expired

Michigan Law Review

After expiration of its charter the defendant corporation, which had been operating under the name of "Trustees of the Young Harris Institute," continued to conduct the business for which it was incorporated, holding itself out to the public as a corporate entity under the name of "Young L. G. Harris College." Plaintiff sued on a contract for goods and services furnished to defendant as "Young L. G. Harris College." Held, defendant is a de facto corporation and cannot escape liability on the ground that there was in fact no legal corporation by the name of "Young L. G. Harris …

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Corporations-Trust Indenture-Notice To Security Holders Of Contents Of Indenture Feb 1935

Corporations-Trust Indenture-Notice To Security Holders Of Contents Of Indenture

Michigan Law Review

Ever since corporate bonds made their appearance more than a century ago, there has been a steady increase in difficult problems relating thereto. Not the least interesting of these problems pertains to the matter of notice to holders of the bonds and other securities of the contents of the indenture under which they are generally issued. The question becomes acute when one of these bondholders starts suit in law or in equity, and is met by the proposition that his right to so sue is limited by the trust indenture. There are two aspects to the matter, and it is …

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Corporations-Creditors' Right To Avoid Contract Between Holding And Subsidiary Corporations Feb 1935

Corporations-Creditors' Right To Avoid Contract Between Holding And Subsidiary Corporations

Michigan Law Review

In an ancillary proceeding, the receiver of a subsidiary corporation sought inter alia to recover from the parent corporation, which had owned for about thirteen years all of the stock of the subsidiary except shares necessary to qualify directors, fees paid under contracts during that period for management and engineering services. Held, the court will read just the consideration paid for these services and permit recovery against the parent corporation for the excess. Grand Rapids Trust Co. v. United Light and Power Co., (D. C. W. D. Mich. 1931) 7 F. Supp. 511.

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Business Associations - Joint Adventure Distinguished From Partnership Jan 1935

Business Associations - Joint Adventure Distinguished From Partnership

Michigan Law Review

The defendants, husband and wife, agreed with the plaintiff for the construction and sale of a house on the wife's land, she to be paid a certain sum from the proceeds, and the husband and plaintiff to receive fair compensation for their work, with the balance, if any, to be divided between the husband and plaintiff. Held, that the agreement created a joint adventure between the plaintiff and the husband rather than a partnership. Garber v. Whittaker, (Del. 1934) 174 Atl. 34.

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Liability Of A Trustee: Balancing Gains Against Losses, Benjamin Harris Jr. Jan 1935

Liability Of A Trustee: Balancing Gains Against Losses, Benjamin Harris Jr.

Kentucky Law Journal

No abstract provided.

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Book Review. Cases On Business Organization By R. Magill And R. P. Hamilton, Robert C. Brown Jan 1935

Book Review. Cases On Business Organization By R. Magill And R. P. Hamilton, Robert C. Brown

Articles by Maurer Faculty

No abstract provided.

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Corporations--Liability In Tort Of Stockholders Conducting Business After Tax Forfeiture Of Charter, Morris S. Funt Dec 1934

Corporations--Liability In Tort Of Stockholders Conducting Business After Tax Forfeiture Of Charter, Morris S. Funt

West Virginia Law Review

No abstract provided.

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Corporations-Purchase Of Notes And Mortgages As "Doing Business" Dec 1934

Corporations-Purchase Of Notes And Mortgages As "Doing Business"

Michigan Law Review

C was engaged in loaning money in Idaho. He sold many of the notes and mortgages which he thus received to the plaintiff, a foreign corporation. It was his practice, nevertheless, to collect the interest on these notes and remit it to the plaintiff. The actual sales of the notes and mortgages occurred in Chicago. In this manner the plaintiff acquired the note of the defendant, a resident of Idaho and his mortgage on Idaho land. The Idaho statute forbids a foreign corporation "doing business" in the State to sue in its courts without taking certain qualifying steps. The plaintiff, …

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Corporations-Tort Liability Of Independent Taxi Owners' Associations Dec 1934

Corporations-Tort Liability Of Independent Taxi Owners' Associations

Michigan Law Review

(a) In order to meet the competition of the large taxicab companies a number of taxi drivers owning their own cabs join together to advertise under a common name, establish a more efficient phone service, and secure the benefits of large-scale garage service. For this purpose a non-profit-sharing corporation is organized, to the expenses of which each driver contributes initiation fees and dues. (b) In order to avoid the liabilities which attend the ownership of cars one of the large taxi companies sells its cabs to the drivers. The drivers now pay the company a certain compensation in "dues" for …

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Corporations -Accommodation Obligations - Effect Of "Guarantee" In Powers Section Of Statute Nov 1934

Corporations -Accommodation Obligations - Effect Of "Guarantee" In Powers Section Of Statute

Michigan Law Review

The court in the principal case recognized the general prohibition against corporate accommodation obligations but held the defendant liable on the theory of consent of the stockholders. With this portion of the opinion the writer has no quarrel. But exception is taken both to the interpretation given to the statute by the court and the accuracy of the principle relied upon, as expressed in the dictum quoted.

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Corporations--Liability Of Stockholder In Non-Complying Foreign Corporation Nov 1934

Corporations--Liability Of Stockholder In Non-Complying Foreign Corporation

Michigan Law Review

The defendant was a stockholder in the A corporation, incorporated in Indiana to go business there, but carrying on its principal business in Tennessee where It had failed to comply with a law requiring foreign corporations to domesticate; Plaintiff, a holder of a trade acceptance on which the A corporation was primarily liable, sued defendant in Indiana, liability on the trade acceptance having been incurred in Tennessee. The A corporation being insolvent, plaintiff sought to hold the defendant personally liable on the ground that the failure of the corporation to comply with domestication statutes of Tennessee made its stockholders liable …

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Partnership-Incorporation-Liability To Previous Creditors Nov 1934

Partnership-Incorporation-Liability To Previous Creditors

Michigan Law Review

The two defendants, partners in the operation of the Mulkey Motor Co., an automobile sales establishment, had indorsed promissory notes in the name of the firm and had sold them to the plaintiff. Later the defendants incorporated under the same name and continued to carry on the business as before. Thereafter the plaintiff, without knowledge of the incorporation, purchased from the defendants certain notes which were indorsed in the accustomed fashion. In an action against the defendants as partners, based on such indorsements of the latter notes, it was contended that the debt was that of the corporation. Held, …

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Funds Available For Corporate Dividends In Washington [Part 2], Joseph Warren Greenough, Leslie J. Ayer Oct 1934

Funds Available For Corporate Dividends In Washington [Part 2], Joseph Warren Greenough, Leslie J. Ayer

Washington Law Review

No abstract provided.

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