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Articles 1351 - 1380 of 1420

Full-Text Articles in Securities Law

Corporations-Measure Of Short Swing Profits Under Section 16(B) Of The Securities Exchange Act Of 1934, G. B. Myers S.Ed. Dec 1950

Corporations-Measure Of Short Swing Profits Under Section 16(B) Of The Securities Exchange Act Of 1934, G. B. Myers S.Ed.

Michigan Law Review

Plaintiff, a stockholder in X corporation, sued in the name of and on behalf of the corporation to recover short swing profits made by defendants in the sale of stock purchase warrants of the corporation, in violation of the Securities Exchange Act. Defendants were officers of the corporation and as part of the consideration for entering into their contracts of employment they received each year a number of these warrants. Within six months of the receipt of their 1945 warrants defendants had made certain sales of warrants then held by them. The court, in a previous ruling, had granted a …

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Corporations-Membership Corporations-Voting Rights Under California Law, Howard Vanantwerp Mar 1950

Corporations-Membership Corporations-Voting Rights Under California Law, Howard Vanantwerp

Michigan Law Review

The original owner of a subdivision recorded a declaration of restrictions which provided that "the majority of the property owners within the subdivision may form . . . a non-profit cooperative corporation without capital stock, but with one share thereof appurtenant to each of the lots in such subdivision,'' to approve plans for building on these lots. Defendants acquired 133 lots and commenced construction of homes in spite of the disapproval of their plans by the association organized under the authority of the declaration. The two defendants claimed to have acquired majority control of the association, claiming 133 votes as …

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Corporations-Dividend Rights-Elimination Of Dividend Accumulations By Direct Charter Amendment, Thomas L. Waterbury S.Ed. Mar 1950

Corporations-Dividend Rights-Elimination Of Dividend Accumulations By Direct Charter Amendment, Thomas L. Waterbury S.Ed.

Michigan Law Review

The many recent discussions of the problem of dividend accumulations show that plausible grounds exist for reaching a conclusion in favor of either the minority preferred shareholder who wishes to retain these rights, or the majority preferred and common shareholders who, with the corporate management, desire to eliminate or circumvent them. It is not the purpose of this comment to re-open that controversy, though it may be observed that the current trend of both legislation and decision favors the interests of the latter group. Rather, this discussion assumes that the current trend is the correct view and will examine the …

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Corporations-Shares Of Stock-Reasonableness Of Restriction On Transfer Of Shares, E. Blythe Stason, Jr. Nov 1949

Corporations-Shares Of Stock-Reasonableness Of Restriction On Transfer Of Shares, E. Blythe Stason, Jr.

Michigan Law Review

Defendant corporation's by-laws provided, inter alia, that shareholders wishing to dispose of their shares must, in absence of contrary agreement with the remaining shareholders, give latter an option to buy at a price equal to book value, regardless of market value of these shares. This restriction was not set forth in the share certificates as required by statute. On refusal of defendant corporation to permit transfer of its shares except in compliance with the terms of the by-law, complainants brought suit for declaratory judgment, and obtained a finding that these terms were void. Held, affirmed. The by-law restriction violated …

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Corporations-Officers And Directors-Stock Option Incentive Employment Contracts For Corporation Executives, A. B. Perlin, Jr. S.Ed. Jun 1949

Corporations-Officers And Directors-Stock Option Incentive Employment Contracts For Corporation Executives, A. B. Perlin, Jr. S.Ed.

Michigan Law Review

In the past few decades considerable attention has been directed toward "piecework payment" for corporate executives; that is, compensation based largely upon results rather than upon past or expected performance. The stock option incentive employment contract' is one of the means utilized to achieve that desired objective.

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Corporations-Appraisal Statutes-Exclusiveness Of Statutory Remedy, William R, Worth May 1949

Corporations-Appraisal Statutes-Exclusiveness Of Statutory Remedy, William R, Worth

Michigan Law Review

Defendant corporation's charter provided for retirement 'of preferred stock at par plus accumulated dividends, before payment could be made to common stockholders, in the event of dissolution or "recapture" of its assets by the enfranchising city. Under authority of a majority vote of its stockholders, the corporation conveyed all its assets to defendant City of Quincy, the enfranchising city. Defendants offered to pay preferred stockholders only $150 per share, although par plus accumulated dividends amounted to $205 and some common stockholders had already received $5 per share. Plaintiffs, preferred stockholders, sued to secure full payment, but the trial court held …

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Propriety Of Award Of Stockholder's Counsel Fees Under Section 16b Of Securities Exchange Act Jan 1949

Propriety Of Award Of Stockholder's Counsel Fees Under Section 16b Of Securities Exchange Act

Indiana Law Journal

Recent Cases: Corporations

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Corporations-Appraisal Statutes-Time Within Which Demand For Appraisal Must Be Made, Myron J. Nadler S.Ed. Dec 1948

Corporations-Appraisal Statutes-Time Within Which Demand For Appraisal Must Be Made, Myron J. Nadler S.Ed.

Michigan Law Review

A resolution to merge the corporation in which plaintiff held shares with defendant corporation was adopted by the shareholders over plaintiff's objection. Eight days later, plaintiff made written demand on defendant corporation for payment of the fair value of his shares. The statute required that such demand be made upon the surviving corporation "within twenty days after the merger . . . was effected," and provided that a merger became effective upon issuance of a certificate of merger by the Department of State. The articles of merger were not promptly filed and the certificate of merger did not issue until …

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Corporations-Restraints On Alienation Of Stock As Against Pledgees With Notice, John F. O'Connor S.Ed. Apr 1947

Corporations-Restraints On Alienation Of Stock As Against Pledgees With Notice, John F. O'Connor S.Ed.

Michigan Law Review

The charter and a by-law of the plaintiff corporation contained provisions which stipulated that before a stockholder could sell or transfer any stock, he must first offer the stock to the corporation. The relevant by-law appeared on every certificate of stock. The defendant Kiernan borrowed money from the defendant corporation for which he gave a collateral note secured by the pledge of his-stock in the plaintiff corporation. The stock certificate was delivered to the defendant corporation as pledgee. After the default of Kiernan, the plaintiff corporation brought a bill in equity to enjoin the sale of the pledged stock at …

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Corporations--Transfer Of Shares--Restriction By Shareholders' Agreement, John E. Grosboll Apr 1947

Corporations--Transfer Of Shares--Restriction By Shareholders' Agreement, John E. Grosboll

Michigan Law Review

The original shareholders of a family corporation had entered into a private agreement, noted on the stock certificates, which provided that before sale by any of the parties of any stock to a non-member, such stock must first be offered to the remaining stockholders. Defendant B, the widow of one of the founders, contracted to sell her stock to plaintiff, a non-member, without first offering it to defendants L and M, who own the balance of the stock. Plaintiff now seeks specific performance of his contract with defendant B. Defendants L and M seek to exercise their …

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Corporations-Accrued Preferred Stock Dividends-Charter Amendment, T. M. Kubiniec S.Ed. Mar 1947

Corporations-Accrued Preferred Stock Dividends-Charter Amendment, T. M. Kubiniec S.Ed.

Michigan Law Review

In 1943 defendant corporation's charter was amended to cancel 5 per cent cumulative preferred stock, outstanding since 1926 or earlier, and all accrued dividends in exchange for new 5 per cent ,non-cumulative preferred and non-voting common stock. Dividends had accumulated on the old preferred stock both before and after 1939 in a total amount of $50 per share. The recapitalization plan rested on a 1939 amendment to the Ohio General Code providing that the terms of outstanding stock can be changed "in such a manner as to discharge (without payment), adjust or eliminate rights to accrued undeclared cumulative dividends" by …

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Corporations-The Fair And Equitable Test In Recapitalizations, Robert O. Hancox Dec 1946

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.

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Known Generally As Corporate Securities, Albert S. Abel Dec 1946

Known Generally As Corporate Securities, Albert S. Abel

West Virginia Law Review

No abstract provided.

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Dividend Rules And Mistaken Precedent, James Joseph Farlow Jan 1943

Dividend Rules And Mistaken Precedent, James Joseph Farlow

Indiana Law Journal

No abstract provided.

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Corporate Proxies: Ii, Leonard H. Axe Oct 1942

Corporate Proxies: Ii, Leonard H. Axe

Michigan Law Review

The first installment of this article discussed the historical development of the right and power to vote by proxy, and examined the cases dealing with the regulation by by-law of the right to vote by proxy, who may act as proxy holders, and the form of the proxy. Emphasis was placed upon the practical aspects of the execution of proxies and the duties of inspectors of elections. The present installment will take up the persons entitled to appoint proxy holders, the right to examine proxies, the scope of authority conferred and exercise of power, circumstances under which a stockholder is …

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Joint Adventure - Fiduciary Relation Of Parties Thereto, E. George Rudolph Oct 1942

Joint Adventure - Fiduciary Relation Of Parties Thereto, E. George Rudolph

Michigan Law Review

Defendant corporation and one Goldberger, the testator of the plaintiff, entered an agreement to carry on a trading account in the stock of a certain brewery over a limited period of time. By the terms of the agreement both were to contribute 50,000 shares of the stock, which were to be held by the corporation, and all purchases and sales of the stock by the corporation were to be deemed made in behalf of the account. Defendant corporation was to receive twenty per cent of the net profits for its services and the rest was to be equally divided. During …

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Contracts By Outsiders To Influence Directors' Action Feb 1942

Contracts By Outsiders To Influence Directors' Action

Indiana Law Journal

Notes and Comments: Corporations

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Corporations - Pre-Emptive Rights Of Shareholders In Originally Authorized But Unissued Capital Stock, Everett R. Trebilcock Nov 1941

Corporations - Pre-Emptive Rights Of Shareholders In Originally Authorized But Unissued Capital Stock, Everett R. Trebilcock

Michigan Law Review

Plaintiff, a minority stockholder, brought an action to cancel 58,400 shares of originally authorized but unissued stock which the directors had issued to defendant general manager in payment of his services. Plaintiff contended this violated his pre-emptive right to subscribe to the shares and alleged the transaction was fraudulent in that defendant and the directors conspired to gain voting control. Held, the issue was proper because the stock was part of the first offering of original authorized capital stock to which plaintiff's pre-emptive right did not attach, and plaintiff failed to show collusion between directors and defendant to gain …

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Holding Company Act - "Fair And Equitable" Plan, Michigan Law Review Nov 1941

Holding Company Act - "Fair And Equitable" Plan, Michigan Law Review

Michigan Law Review

Should the words "fair and equitable" in section II (e) of the Holding Company Act be construed differently than the same words in section 77 B of the Bankruptcy Act? The Securities and Exchange Commission faced this question in disposing of a proposed plan of merger involving Utility Operators Company and subsidiaries. A divided commission gave an affirmative answer to the above question, holding "fair and equitable" in the Holding Company Act to permit relative priority. This holding merits particular interest since the United States Supreme Court has held the same words as used in section 77B permitted only absolute …

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Should Tippecanoe County Commissioners V. Reynolds Be Overruled?, George P. Ryan Aug 1941

Should Tippecanoe County Commissioners V. Reynolds Be Overruled?, George P. Ryan

Indiana Law Journal

No abstract provided.

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Corporations - Reserved Powers - Abrogation Of Preferred Dividend Arrearages By Charter Amendment, Merger, Or Consolidation, William D. Sutton May 1941

Corporations - Reserved Powers - Abrogation Of Preferred Dividend Arrearages By Charter Amendment, Merger, Or Consolidation, William D. Sutton

Michigan Law Review

The "malignant" decision in the Dartmouth College case fathered the passage of reserved-power statutes in virtually all the states. These statutes, in turn, when opposed by the retaliatory fundamental-rights safeguards invoked by the courts for the protection of corporate stockholders, procreated problems which have grown more baffling and incorrigible with age. Not the least among these are proposed changes in the liabilities or rights of stockholders, especially the attempted abolition of unpaid accrued dividends upon cumulative preferred stock where there exists a surplus which might lawfully be applied to the payment of such dividends.

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Corporations - Officers And Directors - Duty To Investigate Purchasers Of Controlling Interest, Michigan Law Review Feb 1941

Corporations - Officers And Directors - Duty To Investigate Purchasers Of Controlling Interest, Michigan Law Review

Michigan Law Review

Plaintiff corporation, an investment trust specializing in shares of small life insurance companies, brought an action against its former officers and directors, referred to as "the management group," who in 1937 owned twenty-seven per cent of the outstanding stock of the corporation. This group sold all their stock at an inflated price to another group, referred to as "the Boston group," who on the resignation of the management group immediately elected themselves to the control of the corporation. By this control the Boston group obtained access to the portfolio and proceeded systematically to rob the corporation of all its securities. …

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Bankruptcy-Corporate Reorganization-Publicly Held Securities As A Test Of Availability Of Relief Under Chapters X And Xi Of The Chandler Act, Edward S. Biggar Nov 1940

Bankruptcy-Corporate Reorganization-Publicly Held Securities As A Test Of Availability Of Relief Under Chapters X And Xi Of The Chandler Act, Edward S. Biggar

Michigan Law Review

Chapter X of the amended Bankruptcy Act of 1938 was mainly the product of the investigation by the Securities and Exchange Commission of reorganization practices under the old equity procedure and under section 77B. The chief aim of the sponsors of this new chapter was to preclude the control of reorganization proceedings by "inside" groups, and thereby more adequately protect the interests of investors. Contemporaneously with the overhauling of section 77B, however, other sections of the old Bankruptcy Act were being revised. Among the changes effected, old sections 12 and 74, dealing with extensions and compositions, were remodelled and combined …

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Taxation - Federal Income Tax - Distinction Between Sale And Tax Exempt Reorganization Under Section 112, Henry J. Merry Mar 1940

Taxation - Federal Income Tax - Distinction Between Sale And Tax Exempt Reorganization Under Section 112, Henry J. Merry

Michigan Law Review

The recent Supreme Court decision in Le Tulle v. Scofield, disapproving the views of four out of five circuit courts of appeals, appears to add a new and more specific requirement to the already complex law on the subject of statutory reorganization under the Revenue Act of 1928 -- that the consideration received by the transferor corporation include some stock of the transferee corporation. In the subject case, the Gulf Coast Irrigation Company transferred substantially all its assets to the Gulf Coast Water Company in exchange for $50,000 in cash and $750,000 in mortgage bonds, four-fifths of which matured …

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Corporations - Transfer Of Stock - Liability To Remainderman For Absolute Transfer At Instance Of Life Tenant, James D. Ritchie Mar 1940

Corporations - Transfer Of Stock - Liability To Remainderman For Absolute Transfer At Instance Of Life Tenant, James D. Ritchie

Michigan Law Review

X, life tenant of certain stock of defendant company under a will, endorsed the certificates as life tenant; Y Company guaranteed his signature and itself endorsed in blank. Defendant, with knowledge of X's limited interest, transferred the stock on the books and issued new certificates to Y Company absolutely. Learning of their interests after X's death, plaintiff-remaindermen demanded certificates for the stock from defendant, which refused. In their action for conversion, held, that defendant breached its fiduciary duty to plaintiffs in making an absolute transfer with knowledge that the transferee had only a life interest and …

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Corporations - Recapitalization By Statutory Merger And Consolidation, Robert Meisenholder Dec 1939

Corporations - Recapitalization By Statutory Merger And Consolidation, Robert Meisenholder

Michigan Law Review

When changes in the capital structure of a corporation are attempted by amendment or by voluntary reorganization plans, such efforts at recapitalization are often blocked by dissenting stockholders. As a result, attempts have been made to recapitalize and force dissenting stockholders to go along by following the procedure of the merger and solidation statutes. The extent to which these statutes governing merger and consolidation can be used in order to change the capital structure of a corporation will be examined here. This discussion will consider, first, the governing rules concerning possible .changes in a stockholder's interest and rights when two …

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Corporations - Modification Provisions Of Corporate Mortgages And Trust Indentures, Charles H. Haines Jr. Nov 1939

Corporations - Modification Provisions Of Corporate Mortgages And Trust Indentures, Charles H. Haines Jr.

Michigan Law Review

As early as the late 1800's it was not uncommon to find included in corporate mortgages and trust indentures provisions looking to the modification of the rights of the bondholders by action of a given majority of such holders. Ordinarily the power conferred could not be exercised by the holders of less than seventy-five per cent in value of the outstanding bonds; the modification authorized might be the alteration of security rights, the deferment of payments of interest or principal, the reduction of interest, or even the reduction of the debt. Inasmuch as the same equitable doctrines limit their use, …

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Bankruptcy - Corporate Reorganization - Section 77b - Chapter X Of The Chandler Act - Boyd Case Rule, Edmund O'Hare Nov 1939

Bankruptcy - Corporate Reorganization - Section 77b - Chapter X Of The Chandler Act - Boyd Case Rule, Edmund O'Hare

Michigan Law Review

A subsidiary of the defendant corporation filed a reorganization petition under Section 77 B of the Bankruptcy Act and defendant presented a claim of over nine million dollars as a creditor, the claim being grounded upon moneys paid by defendant to the subsidiary for its benefit, management and supervision fees, rental and interest charges, and declared but unpaid dividends. Defendant owned about ninety-eight per cent of the common stock of the subsidiary. As the result of objections by the trustee and preferred stockholders of the subsidiary, defendant's claim was compromised at five million dollars. The reorganization plan provided in part …

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Corporations - Restraints On Alienation Of Stock Stipulated In The Charter, Michigan Law Review May 1939

Corporations - Restraints On Alienation Of Stock Stipulated In The Charter, Michigan Law Review

Michigan Law Review

The charter of the defendant corporation provided that the board of directors had authority to purchase its common stock at any time when the holder thereof was not an employee, or the holder had not received his common stock by conversion of the preferred. In accordance with the authority granted by this provision, the directors of the defendant corporation adopted a resolution to purchase the common stock owned by the plaintiff, who was not an employee and had not received his common stock by conversion of preferred shares. Plaintiff asked that an injunction be issued restraining defendant from proceeding further. …

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Corporations - Right Of The Registrant To Withdraw A Registration Statement Under The Securities Act Of 1933, Arthur A. Greene Jr. Apr 1939

Corporations - Right Of The Registrant To Withdraw A Registration Statement Under The Securities Act Of 1933, Arthur A. Greene Jr.

Michigan Law Review

One day after the registration statement filed by the corporation became effective, the Securities and Exchange Commission ordered a hearing to determine whether or not a stop order should be issued to suspend the effectiveness of the registration statement. Various issues of the same stock which registrant proposed to issue had been sold on the market, prior to the filing of the registration statement. During the hearings the corporation filed a motion to withdraw its registration statement. The motion was denied. The Securities and Exchange Commission applied to the district court for an order to compel obedience to its subpoena …

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