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Articles 1351 - 1380 of 1432

Full-Text Articles in Securities Law

Corporations-Securities Exchange Act Of 1934-Equitable Principles As A Bar To Short Swing Recovery Under Section 16(B), Edward D. Goldstein S. Ed. Nov 1952

Corporations-Securities Exchange Act Of 1934-Equitable Principles As A Bar To Short Swing Recovery Under Section 16(B), Edward D. Goldstein S. Ed.

Michigan Law Review

Plaintiff corporation, after receiving authority from the Corporation Commissioner of California, gave to its key employees including defendants ( who were officers of the corporation) options to purchase certain stock of the plaintiff. The plan originated with the president of the corporation and the agreement took place at a time when the stock was unlisted. At no time subsequent to the stock being listed on a stock exchange did the plaintiff advise defendants of the short swing-requirements that arose from listing. Plaintiff's purpose in granting the option was to retain the services of its key employees and to induce these …

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Corporations--Shareholders-Effect On Voting Trust Agreement Of Inability To Transfer Shares To The Voting Trustees, Peter Van Domelen May 1952

Corporations--Shareholders-Effect On Voting Trust Agreement Of Inability To Transfer Shares To The Voting Trustees, Peter Van Domelen

Michigan Law Review

Plaintiff filed a petition in equity attacking his removal as a director and president of the defendant corporation on the grounds that such removal was brought about through the exercise of an alleged invalid voting trust agreement The plaintiff and another shareholder, each owning fifty per cent of the stock in the defendant corporation, had entered into a voting trust agreement by which they appointed themselves and a third party as voting trustees. At the time the trust agreement was executed, all of the stock was on deposit with an escrow agent subject to an existing escrow contract. Plaintiff challenged …

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Corporations-Dividends-Majority Of The Board Of Directors As Indispensable Parties In A Suit To Compel The Declaration Of Corporate Dividends, James W. Callison May 1952

Corporations-Dividends-Majority Of The Board Of Directors As Indispensable Parties In A Suit To Compel The Declaration Of Corporate Dividends, James W. Callison

Michigan Law Review

A minority group of stockholders brought an action to compel a declaration of dividends on common stock, naming as defendants the Continental Mills company, four of the five directors of the corporation, and a majority stockholder. Effective service of process was made only on the corporation and two of the directors. The majority stockholder and the other two directors named appeared specially and obtained a dismissal of the action as to them. The two directors properly served then moved to dismiss the action for failure to include a majority of the board of directors as parties. Held, a majority …

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Corporations-Majority Shareholder's Fraud In The Purchase Of Stock, Thomas P. Segerson S.Ed. Mar 1952

Corporations-Majority Shareholder's Fraud In The Purchase Of Stock, Thomas P. Segerson S.Ed.

Michigan Law Review

Whether or not there has been fraud in the purchase of property, due to either affirmative statements or mere non-disclosure, may well depend upon the relation of the purchaser to the vendor. The recent case of Speed v. Transamerica Corporation presents two questions relative to this problem in the purchase of corporation shares: first, whether the price quoted in an offer to purchase can ever be the basis of an action for fraud and deceit; and second, whether the majority shareholder of a corporation occupies a fiduciary relation to minority shareholders in the purchase of their stock. Defendant was the …

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Some Latter Day Developments In The Taxation Of Liquidating Distributions: Is The Cop Still On The Beat?, Willard H. Pedrick Feb 1952

Some Latter Day Developments In The Taxation Of Liquidating Distributions: Is The Cop Still On The Beat?, Willard H. Pedrick

Michigan Law Review

Redemption and salvation are doctrinal terms suggestive of the enthusiasm of the camp meeting. It is altogether fitting that these terms be used in connection with the taxation of corporate liquidating distributions. Through redemption of his stock the shareholder may find this world's nearest approach to fiscal salvation-taxation of his receipts on a capital-gains basis. To say the shareholder's enthusiasm for capital-gains treatment approaches a religious zeal is to underestimate the matter. Nor is it difficult to understand his attitude. If corporate earnings and profits, subjected at the outset to a relatively Hat but heavy corporate income tax, are paid …

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Taxing Distributions Pursuant To Corporate Reorganizations, William M. Emery Feb 1952

Taxing Distributions Pursuant To Corporate Reorganizations, William M. Emery

Michigan Law Review

"Distributions" implies that we are concerned with the tax problems of the stockholder rather than those of the corporation. And while one corporation may be the stockholder of another, my emphasis will be primarily upon stockholders who are individuals, including, of course, trusts and estates who are taxed as individuals.

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Corporations-Dissolution-Payment Of "Accrued Unpaid Dividends" To Preferred Shareholders From Capital, Frank M. Bowen, Jr. Feb 1952

Corporations-Dissolution-Payment Of "Accrued Unpaid Dividends" To Preferred Shareholders From Capital, Frank M. Bowen, Jr.

Michigan Law Review

The Big Bend Land Company was in the process of liquidation. The articles of incorporation provided for preferred stock which "in the event of any liquidation . . . " was " . . . entitled to be paid in full the par value thereof, and all accrued unpaid dividends thereon before any sum shall be paid to or any assets distributed among . . ." the common stock. No dividends had ever been declared or paid, nor had there ever been any surplus profits. After discharging all corporate liabilities, including payment of the par value of the preferred stock, …

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Corporations-Shareholders-Right To Bring Personal Action After Dissolution Of Corporation, Harry T. Baumann Feb 1952

Corporations-Shareholders-Right To Bring Personal Action After Dissolution Of Corporation, Harry T. Baumann

Michigan Law Review

Plaintiff stockholder brought a personal action against the president and majority stockholder for fraudulent conversion of money and property of a corporation dissolved prior to the start of plaintiff's suit. A statute provided that a dissolved corporation could sue to recover on a corporate right of action. Defendant's demurrer was sustained. On appeal, held, affirmed. An action to enforce corporate injuries cannot be maintained by a stockholder in his own name, even though the corporation has been dissolved. Ruplinger v. Ruplinger, (Neb. 1951) 48 N.W. (2d) 73.

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Corporations-Dissolution-Power Of Chancellor To Decree Dissolution When Deadlock Exists, John J. Edman S. Ed. Dec 1951

Corporations-Dissolution-Power Of Chancellor To Decree Dissolution When Deadlock Exists, John J. Edman S. Ed.

Michigan Law Review

Plaintiffs sought dissolution of defendant corporation pursuant to a statute allowing a petition for dissolution to be made to the chancellor by the holders of one-half of the voting stock upon a deadlock in management and voting shares. The evidence showed that there was no chance of compromise by the warring factions, that the corporate function could not be carried out, and that the plaintiffs' interests might be jeopardized. The chancellor held that unless a harmonious solution was effectively formulated within fifteen days after the filing of an opinion, a judgment containing appropriate provisions for a dissolution would be entered. …

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Corporations-Liability Of Transfer Agent For Wrongful Refusal To Transfer Shares, Howard Van Antwerp S.Ed. Nov 1951

Corporations-Liability Of Transfer Agent For Wrongful Refusal To Transfer Shares, Howard Van Antwerp S.Ed.

Michigan Law Review

Plaintiff, stockholder in a mining company, sued a transfer agent of the company in conversion for its refusal to transfer plaintiff's stock into block shares. The lower court found for plaintiff. On appeal, held, reversed. There is no direct liability of a transfer agent to the stockholder for wrongful nonfeasance in delaying or refusing to transfer stock. Mears v. Crocker First Nat. Bank of San Francisco, (Cal. App. 1950) 218 P. (2d) 91.

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Corporations--Stockholders' Rights--Majority Discretion As Bar To Derivative Suit, Richard Darger Apr 1951

Corporations--Stockholders' Rights--Majority Discretion As Bar To Derivative Suit, Richard Darger

Michigan Law Review

Plaintiffs, minority stockholders of defendant corporation, brought an equitable action against certain directors thereof alleging the following wrongs: profits made by purchasing the corporation's notes at a discount; carrying out a plan to gain stock control; settlement of anti-trust suits out of court; excessive compensation of directors under management contracts alleged to violate anti-trust laws; paying excessive film rentals to another corporation. Plaintiffs unsuccessfully demanded that the board bring action against the directors on these grounds and then make a like demand at a stockholders' meeting. The stockholders voted not to sue, approved all actions alleged to be wrongs and …

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Corporations--Stockholders' Rights--Majority Discretion As Bar To Derivative Suit, Richard Darger Apr 1951

Corporations--Stockholders' Rights--Majority Discretion As Bar To Derivative Suit, Richard Darger

Michigan Law Review

Plaintiffs, minority stockholders of defendant corporation, brought an equitable action against certain directors thereof alleging the following wrongs: profits made by purchasing the corporation's notes at a discount; carrying out a plan to gain stock control; settlement of anti-trust suits out of court; excessive compensation of directors under management contracts alleged to violate anti-trust laws; paying excessive film rentals to another corporation. Plaintiffs unsuccessfully demanded that the board bring action against the directors on these grounds and then make a like demand at a stockholders' meeting. The stockholders voted not to sue, approved all actions alleged to be wrongs and …

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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-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-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-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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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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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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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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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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