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Articles 1411 - 1432 of 1432

Full-Text Articles in Securities Law

Conflict Of Laws-Foreign Corporations-Stockholder's Individual Liability Feb 1934

Conflict Of Laws-Foreign Corporations-Stockholder's Individual Liability

Indiana Law Journal

No abstract provided.

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Corporations - Pre-Emptive Rights In Treasury Shares Nov 1933

Corporations - Pre-Emptive Rights In Treasury Shares

Michigan Law Review

Plaintiff, a former shareholder, sued the directors of a corporation for damages arising out of their alleged refusal to allow him pre-emptive rights in stock that had been issued, re-purchased by the corporation from the shareholders, and re-issued by the defendant-directors to themselves. Upon appeal from an order dismissing the complaint for insufficiency, held, that the order be reversed on the law. Hammer v. Werner, (App. Div. 1933) 265 N. Y. S. 172.

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Trusts - For Employees - Definiteness Of Cestui Jun 1933

Trusts - For Employees - Definiteness Of Cestui

Michigan Law Review

The testator by his last will and testament devised a saw mill owned by him to certain trustees, the will reading, "I suggest that my said trustees sell the mill" for a specified price about half the estimated value of the property to a corporation to be organized by "my employees." There was a further provision reading, "I suggest that all the employees who have been in my employment for five years or longer should hold stock in such corporation, should they so desire in such proportions as my trustees shall presence." After the corporation had been organized, the incorporators …

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Corporations-Power To Issue And Redeem Preferred Stock Apr 1933

Corporations-Power To Issue And Redeem Preferred Stock

Indiana Law Journal

No abstract provided.

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Corporations - Obligation To Refund Dividends Paid Out Of Capital May 1932

Corporations - Obligation To Refund Dividends Paid Out Of Capital

Michigan Law Review

The general rule is fairly well established that, where dividends are paid, in whole or in part, out of the capital stock, corporate creditors, being such when the dividend was declared, or becoming such at any subsequent time, may, to the extent of their claims, if such claims are not otherwise paid, compel the stockholders to whom the dividend has been paid to refund whatever portion of the dividend was taken out of the capital stock. This, however, has been modified in the federal courts to the extent that where the dividend, although paid entirely out of capital, was received …

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Corporations -Apportionment Of Part Payment Of Purchase Price Of Stocks Bought In A Unit Apr 1932

Corporations -Apportionment Of Part Payment Of Purchase Price Of Stocks Bought In A Unit

Michigan Law Review

The defendant corporation entered into contracts for the sale of stock in blocks of three shares, two shares of first preferred at fifty dollars each par value and one share of second preferred at fifty dollars par value, the three shares to be sold in a unit for one hundred and thirty-five dollars. The contract contained an agreement that after six monthly payments had been made on the stock, upon default of the remaining payments the corporation would issue certificates of indebtedness for the amount paid in. In the dissolution of the corporation and the distribution of the assets, the …

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Corporations - Issue Of Stock Apr 1932

Corporations - Issue Of Stock

Michigan Law Review

The Eastman Kodak Company, a New Jersey corporation, entered into a contract with Vereinigte Fabriken Photagraphischer Papiere of Dresden, a German corporation, whereby it was agreed that the German company would discontinue the manufacture and sale of "Collodion papers" in North America, Great Britain, France, Spain, and Portugal and that those territories would be given over exclusively to the Eastman Company for the manufacture and sale of this paper. In consideration of this concession the Eastman Company issued 28,450 shares of its no par stock to the German company. This stock was later seized by the United States Alien Property …

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Equity--Subjecting Corporate Stocks To An Equitable Servitude, James A. Mcwhorter Jun 1931

Equity--Subjecting Corporate Stocks To An Equitable Servitude, James A. Mcwhorter

West Virginia Law Review

No abstract provided.

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Corporations-Dividends On Non-Cumulative Preferred Stock Jun 1931

Corporations-Dividends On Non-Cumulative Preferred Stock

Michigan Law Review

Plaintiff held non-cumulative preferred stock in the defendant corporation. From 1925 through 1928 no dividends were declared upon this stock; although earnings were sufficient they were used instead for property improvements. Since 1928, dividends have been paid regularly on this stock at the specified rate. In 1930 a dividend was declared on the common stock. Plaintiff sued to have this amount paid instead as a dividend on the preferred stock, and to enjoin any payment of dividends on the common stock until full dividends were paid on the non-cumulative preferred stock for the period from 1925 to 1928. Held, …

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Corporations--Cumulative Preferred Stock-Effect Of By-Laws Apr 1931

Corporations--Cumulative Preferred Stock-Effect Of By-Laws

Michigan Law Review

An action was brought by preferred stockholders, during voluntary liquidation of a corporation, for payment of dividends, alleged to be cumulative, which had been passed on account of deficits during the two preceding years. The statutory provision giving the power to issue stock required the articles of incorporation to indicate, when any of the stock was preferred, whether or not the dividends should be cumulative. The articles stipulated that the preferred stock should be entitled to a six per cent dividend out of the net yearly income before any dividend should be paid on the common stock. A by-law, adopted …

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Uniform Business Corporation Act And The Uniform Stock Transfer Act, Anon Nov 1930

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.

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Right Of Holders Of Preferred Stock To Participate In The Distribution Of Profits, Jay Finley Christ May 1929

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 …

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The Influence Of Securities Regulation Upon Standards Of Corporation Financing, Forrest B. Ashby Jun 1928

The Influence Of Securities Regulation Upon Standards Of Corporation Financing, Forrest B. Ashby

Michigan Law Review

During the first years of the present century both promotional and manipulative swindling in connection with stocks and bonds flourished in the face of the obsolescent and poorly enforced fraud laws which were administered by prosecutors and courts inexperienced in corporate finance. It was not until 1911, after the securities problem had been put squarely before it by the state banking commissioner, that the Kansas legislature passed the first blue sky law to check the issuance and sale of unsound corporate obligations. Since 1911 the development of securities legislation has proceeded until at the present time forty-six states have statutes …

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Publicity Of Accounts And Directors' Purchases Of Stock, A. A. Berle Jr. Jun 1927

Publicity Of Accounts And Directors' Purchases Of Stock, A. A. Berle Jr.

Michigan Law Review

Two debates have been carried on in recent years, whose echoes are at present much before the attention both of the public and the courts. The older and quieter one, maintained in the law reviews and in a line of conflicting judicial decisions, concerns the duty, if any, resting on a corporate director who bought or sold shares of stock in his own corporation. The newer and more violent discussion, reverberating through the daily newspapers, the lay magazines, and the financial chronicles, has dealt with corporate accounts; whether they should be public and to what extent; and if not, how …

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Voting Trust Agreements, Maurice Finkelstein Feb 1926

Voting Trust Agreements, Maurice Finkelstein

Michigan Law Review

To the student who approaches the study of the law from the point of view of the legal philosophers-from Von Jhering to Pound-the detailed analysis of the law of private corporations in America will seem strange. Accustomed to think of law as a striving to maintain a balance such as the Poundian balance of social interests, he finds in the corporation law of the United States a co-existence of various systems without regard to the conflict of interests thereby created. Each state has its own rules of law and its own policies shaped by a medley of causes. Many states …

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Purchase Of Shares Of Corporation By A Director From A Shareholder, Harold R. Smith May 1921

Purchase Of Shares Of Corporation By A Director From A Shareholder, Harold R. Smith

Michigan Law Review

As suggested by the title to this paper, a discussion of the relationship between the directors of a corporation and the corporate entity is not within its scope. Neither is the lrelationship between the directors-and the entire body of the shareholders. These two subjects are generally treated in another branch of the law of corporations and generally are not governed by the same rules of law.' The purchase of shares of stock by a director from a nonofficial shareholder naturally brings into question the relationship between the director and the shareholder in his individual capacity, and not in his capacity …

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Watered Stock Commissions Blue Sky Laws Stock Without Par Value, William W. Cook Apr 1921

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."'

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Respective Rights Of Preferred And Common Stockholders In Surplus Profits, George Jarvis Thompson Mar 1921

Respective Rights Of Preferred And Common Stockholders In Surplus Profits, George Jarvis Thompson

Michigan Law Review

The movement in the field of co5perative commercial undertakings has been; school-book-like, a movement from the simple to the complex, from the common-la* sitaation of persons associating together to conduct a busines for profit to the modern statutory association and the corporation possessing an enormous capital ,derived from a host of individuals whose respective interests are represented -by various -classes -of transferable shares.

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Corporations, Shareholders' Right To Have A Dividend Declared And Paid Out Of Surplus, Horace Lafayette Wilgus Jan 1919

Corporations, Shareholders' Right To Have A Dividend Declared And Paid Out Of Surplus, Horace Lafayette Wilgus

Articles

In Dodge v. Ford Motor Co. (Mich. 1919), 170, N. W. 668, the questions were not new, and with one exception, the decision was not unusual, but the sums involved were enormos. The Motor Company was incorporated in 1903, under the general manufacturing incorporating act of Michigan (P. A. 232, 1903), for the manufacture and sale of automobiles, motors and devices incident to their construction and operation, with an authorized Capital Stock of $150,000-$100,000 then paid up, $49,000 in cash, $40,000 in letters patent issued and applied for, and $11,000 in machinery and contracts. In 1908 the stock was increased …

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Purchase Of Shares Of Corporation By A Director From A Shareholder, Horace Lafayette Wilgus Jan 1910

Purchase Of Shares Of Corporation By A Director From A Shareholder, Horace Lafayette Wilgus

Articles

It is generally laid down in the encyclopedias and text books, and affirmed in many court opinions that "the doctrine that officers and directors [of corporations] are trustees of the stockholders, applies only in respect to their acts relating to the property or business of the corporation. It does not extend to their private dealings with stockholders or others, though in such dealings they take advantage of knowledge gained through their official position."1 Much of this doctrine is based upon the language of Chief Justice SHAW in Smith v. Hurd2 decided in 1847. He said: "There is no legal privity, …

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Right Of Joint Adventurers Holding All The Stock Of A Corporation To A Dissolution And Accounting In Equity, Horace Lafayette Wilgus Jan 1910

Right Of Joint Adventurers Holding All The Stock Of A Corporation To A Dissolution And Accounting In Equity, Horace Lafayette Wilgus

Articles

The case of Jackson v. Hooper, in the New Jersey Court of Errors and Appeals, decided February 28, 1910, by Judge DILL, (42 N. Y. Law Journal, March 8, 1910), overruling Vice Chancellor HOWELL, of the Court of Chancery (74 AtL. 130) presents interesting and unusual points in corporation and partnership law, and the jurisdiction of courts of equity over corporate affairs.

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Corporation Liens On Stock, Edson R. Sunderland Jan 1910

Corporation Liens On Stock, Edson R. Sunderland

Articles

At common law a corporation had no lien upon its stock for assessments unpaid or for debts due it from its shareholders.6 There are therefore but four possible methods by which liens could be created in favor of the corporation upon the stock which it issues, (i) by statute, (2) by charter, (3) by by-law, (4) by contract.

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