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Business Organizations Law

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Articles 241 - 250 of 250

Full-Text Articles in Common Law

Corporations-Sale Of All Or Substantially All Of Corporate Assets-Effect Of Modern Statutes, P. F. Westbrook, Jr. S.Ed. Jan 1947

Corporations-Sale Of All Or Substantially All Of Corporate Assets-Effect Of Modern Statutes, P. F. Westbrook, Jr. S.Ed.

Michigan Law Review

Modern general corporation acts commonly provide that a sale of all or substantially all of the assets of a corporation organized thereunder may be authorized by the affirmative vote of a specified proportion of the outstanding shares and made upon such terms as the board of directors shall deem expedient and for the best interests of the corporation. Since this sale provision usually stands apart from the dissolution or winding-up process authorized in the same acts, a legislative intent to govern all voluntary sales, not actually incident to dissolution by the terms of the statute would seem to be clear. …

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Corporations --Voting Trusts -- Non-Compliance With Statute As A Basis For Judicial Termination, Joseph R. Brookshire S.Ed. Jun 1946

Corporations --Voting Trusts -- Non-Compliance With Statute As A Basis For Judicial Termination, Joseph R. Brookshire S.Ed.

Michigan Law Review

It is not the purpose of this comment to discuss the history of the voting trust, to recapitulate the controversy over its legality, or to examine the many grounds for termination of the trust. It is sufficient to say that in all but perhaps three states this important business device has been made legal by statute or by judicial decision. We are here concerned with finding the degree of statutory compliance necessary in order that the voting trust will be sustained.

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Corporations-Extent Of Powers To Dispose Of Property In Winding Up Its Affairs Under Statutes Extending Corporate Existence, Joseph R. Brookshire S.Ed. Apr 1946

Corporations-Extent Of Powers To Dispose Of Property In Winding Up Its Affairs Under Statutes Extending Corporate Existence, Joseph R. Brookshire S.Ed.

Michigan Law Review

According to the common law a dissolved corporation ceased to exist for all purposes. Whether the dissolution was voluntary or involuntary, the effect of the dissolution was to deprive the corporation of all powers either de jure or de facto. It was necessary, therefore, that corporations facing dissolution proceed without delay toward a final liquidation and distribution of assets. Disregarding the old theory that personal property of dissolved corporations escheated to the state, and that its real estate reverted to the original granter or his heirs, and that debts due the corporation were extinguished, it is still apparent that hurried …

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Joint Adventure-Actions At Law For Share Of Profits, Hobart Taylor, Jr. Apr 1943

Joint Adventure-Actions At Law For Share Of Profits, Hobart Taylor, Jr.

Michigan Law Review

Action in assumpsit for money due under a contract whereby defendant leased plaintiff's entire clothing factory for the manufacture of 20,000 coats for which defendant held a government contract. By the terms of the agreement, plaintiff was to receive one-half of the net profits. The agreement expressly stated that they were not to be partners. The coats were manufactured pursuant to the agreement. Held, a mere agreement to share profits is, between the parties, insufficient to create a partnership, and assumpsit may be maintained by the members of a joint adventure inter sese for the agreed share of profits. …

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Corporate Proxies, Leonard H. Axe Aug 1942

Corporate Proxies, Leonard H. Axe

Michigan Law Review

The earlier forms of corporations in England seem to have been political units and the normal mode of conferring corporate rights was by an issue of a charter from the crown, whereby a body of individuals was designated a corporation with the sovereign power to exercise appropriate privileges. Since the charter was issued by the crown, the corporation was considered a part of the government and each member of the corporation was entitled to one vote if given by him in person. As one writer has so well stated, this "was the result of a political philosophy which assumed that …

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The Power To Carry On The Business Of A Decedent, Harry Adelman Dec 1937

The Power To Carry On The Business Of A Decedent, Harry Adelman

Michigan Law Review

The continuation of a business for the sole purpose of making a profit is clearly beyond the scope of liquidating the estate of a decedent. It is rather a trust of the business, created for the benefit of the creditors of the decedent and persons entitled to share in the distribution of the estate. The business is managed as a normal going concern, on a somewhat permanent basis, rather than as a temporary means of preserving the value for an advantageous sale.

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Joint Adventure-Extent To Which Partnership Law Applies, Merwin K. Grosberg Dec 1936

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 …

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Jurisdiction Over Unincorporated Associations Composed Of Nonresidents May 1926

Jurisdiction Over Unincorporated Associations Composed Of Nonresidents

Michigan Law Review

New York has a statute which provides for suits against unincorporated associations consisting of seven or more members. It reads as follows: An action or special proceeding may be maintained, against the president or treasurer of such an association, * * * upon any cause of action, for or upon which the· plaintiff may maintain such action or special proceeding, against all the associates * * *· Any partnership; or other company of persons, which has a president or treasurer, is, deemed an association within the meaning of this section." General Associations Law (Consol. Laws of N. Y.), sec. 13. …

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Corporations And Express Trusts As Business Organizations, Horace Lafayette Wilgus Jan 1914

Corporations And Express Trusts As Business Organizations, Horace Lafayette Wilgus

Articles

PRESIDENT BUTLER of Columbia University is reported to have said in an address before the New York Chamber of Commerce in 1911, that "the limited liability corporation is the greatest single discovery of modem times, whether you judge it by its social, by its ethical, by its industrial, or, in the long run--after we understand it and know how to use it,--by its political, effects." 1

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Limits To State Control Of Private Business, Thomas M. Cooley Dec 1877

Limits To State Control Of Private Business, Thomas M. Cooley

Articles

The present purpose is to inquire whether, in the matter of the regulation of property rights and of business, legislation has not of late been occupying doubtful, possibly unconstitutional grounds. The discussion in the main must be limited to fundamental.-principles, aided by such light as legal and constitutional history may throw upon them, since the express provisions of the constitutions can give little assistance. They always contain the general guaranty of due process of law to life, liberty, and property, but in other particulars they for the most part leave protection to principles which have come from the common law. …

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