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Articles 10561 - 10590 of 10754
Full-Text Articles in Business Organizations Law
Corporations-Power To Delegate Management For Long Period
Corporations-Power To Delegate Management For Long Period
Michigan Law Review
The corporate parties contracted that in consideration of certain commissions to be paid to the plaintiff, the defendant insurance company should delegate to the plaintiff corporation complete and exclusive control and management of its entire business for a period of twenty years. In an action to recover commissions, held, that the contract was void on the ground of public policy, and that there could be no recovery. Sherman & Ellis, Inc., v. Indiana Mutual Casualty Company (C. C. A. 7th Cir.) 41 F.(2d) 588.
Corporations-Preparation Of Stockholders' List-Statutory Provision
Corporations-Preparation Of Stockholders' List-Statutory Provision
Michigan Law Review
On a petition challenging the legality of an election of directors at a special meeting, one of the contentions was that calling this meeting on five days' notice violated section 29 of the Delaware General Corporation Act, as amended by 36 Del. Laws, c. 135, sec. 15, which provided that a list of stockholders entitled to vote be made by the officer in charge, ten days before every election. Held, this is not grounds for avoiding the election; the provisions of the statute are directory only, and where a by-law of the corporation required five days' notice for special …
Municipal Corporations-Constitutional Debt Limit
Municipal Corporations-Constitutional Debt Limit
Indiana Law Journal
No abstract provided.
Corporations-Book Value
Michigan Law Review
A owned 500 shares of preferred stock which was subject to redemption, by the terms of the certificate of incorporation, at, the "book value of the stock as shown by the last annual statement of assets and liabilities of the company submitted to and approved by the board of directors." The board voted to redeem at a price which by reference to the statement was fixed at $323.21 per share. A's bill alleged among other things that this was an artificial and undervalued estimate; that the directors had fraudulently approved the statement for their benefit as common stockholders; that the …
Corporations-Dissolution-Distribution Of Assets Between Preferred And Common Stockholders
Corporations-Dissolution-Distribution Of Assets Between Preferred And Common Stockholders
Michigan Law Review
The Commonwealth Hotel Construction Co. became insolvent, and, after the creditors had been paid in full, the preferred and common stockholders disagreed to the distribution of the remaining assets. The articles of incorporation provided that the holders of preferred stock should be entitled to dividends at the rate of seven per centum per annum which should be cumulative "so that, if dividends for any past dividend period at the rate of seven per centum per annum shall not have been paid thereon or set apart therefor, the deficiency shall be fully paid or set apart, but without interest, before any …
Corporations-Dissolution-Distributi0n Of Assets Between Holders Of Fully And Partially Paid Stock
Corporations-Dissolution-Distributi0n Of Assets Between Holders Of Fully And Partially Paid Stock
Michigan Law Review
On the insolvency of the Commonwealth Hotel Construction Co. and after, the creditors had been paid in full, there were assets on hand for distribution among the stockholders. The holders of partially paid stock requested that the assets be distributed in proportion to the amounts which the various stockholders had paid in. This in effect meant that the losses were to be proportional to the amounts paid in, instead of being proportional to the amounts which the stockholders had contracted to pay, and was resisted by the holders of fully paid stock as being inequitable. The chancellor (after holding in …
Partnership-Dissolution By Death Of Partner
Partnership-Dissolution By Death Of Partner
Michigan Law Review
Suit was brought by holders of certificates of deposit against the defendants as partners in an insolvent private bank. At the trial plaintiffs amended their petition by alleging that though defendants called themselves a partnership, they were in law and fact a joint stock company. But they failed to strike out the first allegation. The articles of agreement provided for a manager and a financing committee and for transferable stock, but transferable only to those whom the committee might admit. Several of the shareholders were deceased previous to the time the liability was incurred by the manager, and the status …
Uniform Business Corporation Act And The Uniform Stock Transfer Act, Anon
Uniform Business Corporation Act And The Uniform Stock Transfer Act, Anon
Washington Law Review
The following drafts of the Uniform Business Corporation Act and the Uniform Stock Transfer Act, submitted by a committee appointed for the revision of the corporation laws of the State of Washington, received the unanimous approval of the Washington State Bar Association at its last annual meeting, both in round table and general session.
Effect Of Tax Exemption And Tax Refunding Provisions On The Negotiability Of Corporate Bonds
Effect Of Tax Exemption And Tax Refunding Provisions On The Negotiability Of Corporate Bonds
Michigan Law Review
The Connecticut court in a series of recent cases has cast considerable doubt on the negotiability of bonds containing provisions for payment without deduction for taxes and for refunding of personal property taxes paid by the holder on account of the instrument. In Mechanic's Bank v. Johnson it held a promissory note containing a promise to pay taxes assessed against the instrument non-negotiable on the ground that the amount was uncertain. In Mazurkiewicz v. Dowholonek it held unconstitutional an act, passed after the earlier decision, establishing the negotiability of such instruments already in circulation, on the ground that it impaired …
Corporations - Directors - Power Of Shareholders To Fill Vacancies
Corporations - Directors - Power Of Shareholders To Fill Vacancies
Michigan Law Review
One of a directorate of three having resigned in the middle of his term, a special stockholders' meeting was called to fill the vacancy, and defendant was elected to finish the term. The relator, a stockholder and director, brought a writ of quo warranto to oust the defendant on the ground that the Corporation Act (ch. 32, sec. 21, par. 5, Ill. Rev. Stat. Cahill, 1929) provided that "the directors shall fill all vacancies which may happen in the board * * * by death, resignation, or otherwise, until the next annual meeting of the stockholders," and that therefore the …
International Standing In Court Of Foreign Corporations, Elvin R. Latty
International Standing In Court Of Foreign Corporations, Elvin R. Latty
Michigan Law Review
The Supreme Court of Mexico has recently pronounced a decision of more than passing interest to the American Bar, not only because of the legal basis upon which the decision was rendered, but also because of its probable far-reaching consequences. The plaintiff corporation, organized under the laws of Delaware, brought suit for infringement of its trade mark which had been duly registered in Mexico. The Supreme Court held that inasmuch as the plaintiff was not registered in Mexico it had no existence there for the purposes of bring suit. It does not appear that the plaintiff was engaged in business …
Business Trusts-Limited Liability Of Members
Business Trusts-Limited Liability Of Members
Michigan Law Review
The defendant company, established as a business trust, contracted a debt with the plaintiff who had full knowledge of a stipulation in the declaration of trust under which the defendant was organized limiting the liability of its members. He now attempts to hold the members to a personal and unlimited liability. Held, that although the court will not decide as to the legality of this so-called business trust, yet the plaintiff can not hold the defendant members to a liability as individuals since in dealing with the organization he had full knowledge of the intent of the members to …
Constitutional Law-Usury-Corporations
Constitutional Law-Usury-Corporations
Michigan Law Review
The complainant corporation filed a bill in chancery to set aside the foreclosure of a mortgage on the ground of usury. Public Acts of Michigan, 1927, No. 335, pt. 2, c. 1, sec. 1, and pt. 2, c. 2, sec. 12, amending Public Acts, 1921, No. 84, provided that a corporation could not set up the defense of usury. The complainant contended that this statute was invalid, being class legislation and hence a violation of the "equal protection of the law'' clause of the Fourteenth Amendment to the federal Constitution. Held, that the classification was reasonable and did not …
Corporations-Domicile Of A Federal Corporation-United States Joint-Stock Land Bank
Corporations-Domicile Of A Federal Corporation-United States Joint-Stock Land Bank
Michigan Law Review
Plaintiff sought to recover a personal judgment against the defendant, a federal corporation, whose domicile and principal offices were, according to its charter, located in Chicago, Illinois. The corporation was authorized to transact business in contiguous states and it did transact business in Iowa, although it had no office, nor any agent or representative in that state. Suit was filed in the Iowa court and, after service of the original notice on the vice-president of the corporation in his office in Chicago, the lower court rendered judgment for the plaintiff. On appeal the Iowa supreme court reversed the decision and …
Corporations-Basis For Preemptive Rights
Corporations-Basis For Preemptive Rights
Michigan Law Review
Defendant corporation's authorized capital stock consisted of 800 shares of common stock, 76 shares of which remained unissued. Over the objection of the plaintiff, the directors of the corporation authorized the issue of 50 shares of the 76 to a salesman in satisfaction of a debt due him from the corporation, the remaining 26 shares to one of the directors for cash with which to meet corporate indebtedness. No contest for corporate control was afoot. No opportunity was given to the shareholders generally to purchase such shares. Later the faction of the individual defendants to whom said 26 shares had …
Should A Corporation Be Considered A Citizen Under The Privileges And Immunities Clause Of The Federal Constitution, R. Paul Holland
Should A Corporation Be Considered A Citizen Under The Privileges And Immunities Clause Of The Federal Constitution, R. Paul Holland
West Virginia Law Review
No abstract provided.
Should A Corporation Be Considered A Citizen Under The Privileges And Immunities Clause Of The Federal Constitution, R. Paul Holland
Should A Corporation Be Considered A Citizen Under The Privileges And Immunities Clause Of The Federal Constitution, R. Paul Holland
West Virginia Law Review
No abstract provided.
Foreign Corporations-Jurisdiction Resulting From Business Done Within State
Foreign Corporations-Jurisdiction Resulting From Business Done Within State
Indiana Law Journal
No abstract provided.
The Limited Partnership In Indiana, Robert C. Brown
The Limited Partnership In Indiana, Robert C. Brown
Indiana Law Journal
No abstract provided.
Municipal Corporations-Evidence-Constitutional Law
Municipal Corporations-Evidence-Constitutional Law
Indiana Law Journal
No abstract provided.
Judicial Logic As Applied In Delimiting The Concept Of Business "Affected With A Public Interest", William C. Scott
Judicial Logic As Applied In Delimiting The Concept Of Business "Affected With A Public Interest", William C. Scott
Kentucky Law Journal
No abstract provided.
Book Review. Keezer, D. M. And May, S., The Public Control Of Business, Ralph F. Fuchs
Book Review. Keezer, D. M. And May, S., The Public Control Of Business, Ralph F. Fuchs
Articles by Maurer Faculty
No abstract provided.
Banks And Banking-Relation Of Directors To Corporation-Laches
Banks And Banking-Relation Of Directors To Corporation-Laches
Indiana Law Journal
No abstract provided.
The Indiana General Corporation Act, George O. Dix
The Indiana General Corporation Act, George O. Dix
Indiana Law Journal
No abstract provided.
Massachusetts Trusts And Succession Taxes, Maxwell E. Fead, Milton D. Green
Massachusetts Trusts And Succession Taxes, Maxwell E. Fead, Milton D. Green
Michigan Law Review
Ordinarily, one thinks of trust estates as connected with testamentary dispositions of property, marriage settlements, spendthrift trusts, or other similar "pure" trusts. However, in comparatively recent years, trust estates have assumed a place in active business life, occupying the same general fields of activity as the corporation. Business men early found that the advantages of corporate existence were offset, to a greater or less degree, by corresponding disadvantages, such as compliance with regulations laid down by the state, inflexibility of charter provisions, and particularly increased burdens of taxation. The corporate organization lays itself open to the touch of the state …
Right Of Holders Of Preferred Stock To Participate In The Distribution Of Profits, Jay Finley Christ
Right Of Holders Of Preferred Stock To Participate In The Distribution Of Profits, Jay Finley Christ
Michigan Law Review
When, in the management of the affairs of corporate enterprises, a surplus is available for the payment of dividends, the question often arises, "In what proportions is this fund to be distributed, as between holders of common stock and holders of preferred stock?" When the contract, whether in the by-laws, the subscription agreement, the certificate, or any other form, makes clear the intent of the parties, one way or another, such intent is, of course, controlling. But the intent of the parties may not always be clearly expressed, and in the latter event the rights of the parties are determined …
Taxation-Constitutional Law-Classifcation Of Corporations
Taxation-Constitutional Law-Classifcation Of Corporations
Michigan Law Review
The equal protection clause does not detract from the right of the state justly to exert its taxing power or prevent it from adjusting its legislation to differences in situation or forbid classification in that connection, but it does require that the classification be not arbitrary, but based on a real and substantial difference having a reasonable relation to the subject of the particular legislation. Though this is the generally accepted rule as to classification, it has long been recognized by the Supreme Court that the very nature of taxation demands that the legislatures be given the widest sort of …
Corporations-Government Owned Corporation Claiming Attributes Of Sovereignty
Corporations-Government Owned Corporation Claiming Attributes Of Sovereignty
Michigan Law Review
That the government or the sovereign can not be sued without its consent has been so often repeated that it has attained the prosaicness of a legal maxim. Even so the doctrine was never so whole heartedly acceded to in the United States as it was in England, and we find the cases setting up at least one notable exception in the United States as to the property of the sovereign.
The Immunity Of Foreign States When Engaged In Commercial Enterprises: A Proposed Solution, John G. Hervey
The Immunity Of Foreign States When Engaged In Commercial Enterprises: A Proposed Solution, John G. Hervey
Michigan Law Review
Do governments which engage in commercial undertakings assume the civil and criminal liabilities imposed upon private corporations engaged in similar enterprises, or do governments confer sovereign privileges upon their undertakings? Can governments engage in commercial enterprises and thereby escape the liabilities imposed upon private individuals? More particularly, are foreign governments engaged in such undertakings exempt from process in the American courts?
Recent Important Decisions
Michigan Law Review
A collection of recent important court decisions.