Legal Remedies Commons^™

Survival Of Rights Of Action After Corporate Merger, Michigan Law Review

Michigan Law Review

Once a corporation ceases to exist, most courts permit neither primary nor derivative suits to be brought in its name. If a merger precipitates that corporate demise, courts usually hold that standing to sue, like other assets of the "merged" corporation, passes to the surviving corporation. This Note ponders the merit of that rule of passage.

Section I categorizes the cases defining the rule of passage. Some courts have steadfastly adhered to the rule and denied standing to the merged corporation's shareholders. Other courts, fearing that the rule would preclude meritorious actions, have created exceptions allowing these shareholders to sue …

Tingle: The Stockholder's Remedy Of Corporate Dissolution, Hugh L. Sowards

Michigan Law Review

A Review of The Stockholder's Remedy of Corporate Dissolution. By James O'Malley Tingle

Stockholder Votes Motivated By Adverse Interest: The Attack And The Defense, Earl Sneed

Michigan Law Review

It is the purpose of this article to study stockholder votes motivated by adverse interest from the standpoint of the attack and the defense. First, the remedies available to the complaining minority are examined. Then follows a study of the indicia of adverse interest in specific shareholder actions. Knowledge of the nature and import of these indicia should enable the careful lawyer to avoid or defeat the charge that unconscionable adverse interest vitiated the result of a stockholder vote.

Corporations - Appraisal Statutes - Elements In Valuation Of Corporate Stock, John C. Baity

Michigan Law Review

The purpose of this comment is to consider the elements of stock valuation generally applicable under the statutory appraisal remedies, and to analyze in some detail the interpretation of such a statute in one jurisdiction-Delaware.

Corporations - Shareholders - Majority Liability For Improper Stock Redemption By Corporation And For Misrepresentations In Private Stock Purchases From Minority Holders, James M. Tobin

Michigan Law Review

In 1942 a seemingly innocuous suit was brought against the Axton-Fisher Tobacco Corporation to determine the propriety of the alteration of a stock redemption. In 1955 Judge Leahy of the Federal District Court for Delaware handed down an opinion on the damages and relief to be given in the case in what he hopefully termed was the final phase of this famous litigation. It is the purpose of this comment to appraise the basis of the recovery allowed by Judge Leahy. Two readily distinguishable problems will be treated: (1) the nature of relief from a stock redemption called by fiduciaries …

Receivers - Consent Receivership Not Allowed In Michigan

Michigan Law Review

A general creditor filed a bill alleging that the defendant corporation's assets as shown by its books have a value in excess of its indebtedness but that it cannot meet its current obligations although its assets, when converted into money would be sufficient to meet them and continue its business; that several suits have been instituted by defendant's creditors and that if executions are issued and levies made, defendant will be compelled to cease operations and losses will be suffered by all of defendant's creditors, whereas, if a receiver is appointed to operate its business their claims may be paid …

Corporations - Rights And Remedies Of Dissenting Stockholders Upon Consolidation And Merger

Michigan Law Review

Consolidation or merger of private corporations in recent years has been more and more frequent. One of the most engrossing problems when such unions take place is that of the rights and remedies of dissenting shareholders. The question which arises most frequently in cases of consolidation or merger, and that in the solution of which, paradoxicaIIy, our courts tend to expend the least amount of legal acumen, is whether the consolidation or merger of corporations operates to dissolve the constituent corporations in such a manner as materially to affect the rights of the shareholders in those corporations.

Recent Important Decisions, Michigan Law Review

Michigan Law Review

Admiralty - Workmen's Compensation - Is a Hydroplane a Vessel? - Claimant was employed in the care and management of a hydroplane which was moored in navigable waters. The hydroplane began to drag anchor and drift toward the beach, where it was in danger of being wrecked. Claimant waded into the water and was struck by the propeller. Held, claimant is not entitled to compensation under the Workmen's Compensation Law, since a hydroplane while on navigable waters is a vessel, and therefore the jurisdiction of the admiralty excludes that of the State Industrial Commission. Reinhardt v. Newport Flying Service Corp. …

Watered Stock Commissions Blue Sky Laws Stock Without Par Value, William W. Cook

Michigan Law Review

Stockholders' exemption from liability for corporate debts is a modern invention. It was not until 18x1 that New York extended that exemption to stockholders in manufacturing corporations.' Massachusetts did not grant it until 1830.2 England did not allow it to stockholders in business and manufacturing cornpanies until I855. s As President Eliot of Harvard has pointed out, this privilege of limited liability is "the corporation's most precious characteristic."'

Recent Legal Literature, Henry H. Swan, James F. Tracey, Robert E. Bunker, Floyd R. Mechem, Bradley Thompson, James H. Brewster, Floyd R. Mechem, Horace Lafayette Wilgus

Michigan Law Review

Hughes: Handbook of Admiralty Law; Wilgus: Cases on the General Principles of the Law of Private Corporations; Spelling: A Treatise on Injunctions and Other Extraordinary Remedies; Brannon: A Treatise on the Rights and Privileges Guaranteed by the Fourteenth Amendment to the Constitution of the United States; Boone: Real Property Law, 2nd ed.; Abbott and Abbott: The Clerks' and Conveyancers' Assistant; Rose: Notes on the United States Reports; Nichols: Britton: An English Translation and Notes