Open Access. Powered by Scholars. Published by Universities.®
- Discipline
-
- Business Organizations Law (147)
- Contracts (61)
- Estates and Trusts (54)
- Bankruptcy Law (47)
- Constitutional Law (42)
-
- Legislation (41)
- Tax Law (41)
- Banking and Finance Law (39)
- Property Law and Real Estate (35)
- Torts (35)
- Criminal Law (31)
- Evidence (30)
- Insurance Law (30)
- Law and Economics (25)
- Jurisdiction (24)
- State and Local Government Law (24)
- Family Law (23)
- Labor and Employment Law (19)
- Litigation (19)
- Commercial Law (17)
- Legal Remedies (17)
- Taxation-Federal (15)
- Transportation Law (15)
- Agency (13)
- Administrative Law (12)
- Civil Procedure (12)
- Common Law (11)
- Courts (11)
- Keyword
-
- Securities and Exchange Commission (43)
- Securities regulation (40)
- Fraud (39)
- Securities Exchange Act of 1934 (24)
- Corporations (22)
-
- Shareholders (22)
- Securities Act of 1933 (21)
- Stocks (19)
- Common stock (13)
- Insider trading (13)
- Disclosure (12)
- Dividends (12)
- Liquidation (12)
- Stockholder (11)
- Corporation (9)
- Delaware (9)
- New York (9)
- Reorganization (9)
- Stock (9)
- Compensation (8)
- Corporate governance (8)
- Interstate commerce (8)
- Liability (8)
- Preferred stock (8)
- Stockholders (8)
- Uniform Stock Transfer Act (8)
- Executive compensation (7)
- Fiduciary duties (7)
- Impact of Sarbanes-Oxley on Doing Business (7)
- Michigan (7)
Articles 181 - 210 of 456
Full-Text Articles in Securities Law
Responsibilities In The Transfer Of Stock, Francis T. Christy
Responsibilities In The Transfer Of Stock, Francis T. Christy
Michigan Law Review
During the past few years there have been increasing efforts on the part of a number of organized groups to establish statutory definitions of the responsibilities of corporations and their transfer agents in the transfer of stock. Among these groups are the Commission on Uniform State Laws, which sponsored the Uniform Fiduciaries Act, the American Law Institute and the National Conference of Commissioners on Uniform State Laws, which have jointly produced the new Uniform Commercial Code, the Committee on Simplification of Security Transfers of the Real Property, Probate and Trust Law Section of the American Bar Association, of which Committee …
Corporations - Reclassification Of Securities As A Purchase Under Section 16 (B) Of The Securities And Exchange Act, Eric E. Bergsten
Corporations - Reclassification Of Securities As A Purchase Under Section 16 (B) Of The Securities And Exchange Act, Eric E. Bergsten
Michigan Law Review
Plaintiff, a minority stockholder in the Old Town Corporation, brought action on behalf of the corporation to recover alleged "shortswing" profits made by defendants, who were officers, directors and large shareholders of Old Town, on the sale of 45.9 percent of the outstanding stock of the corporation. The corporation had, with the approval of 78 percent of the owners in interest, reclassified the 320,402 outstanding shares of $5 par common stock as 320,402 shares of $1 par common and 320,402 shares of 40¢ cumulative preferred stock of $7 par value. This reclassification was done for the frank purpose of increasing …
Taxation - Federal Income Tax - Corporate Accumulations, Stock Dividends And The "Preferred Stock Bail-Out," And Taxability Of The Corporation Upon The Distribution Of "Inventory Assets" Under The Internal Revenue Code Of 1954, Alice Austin S.Ed.
Michigan Law Review
It is the purpose of this discussion to indicate, with respect to corporate accumulations and distributions, some of the major interpretative problems existing under the 1939 code which Congress has failed to resolve, as well as some of the major interpretative difficulties which arise for the first time under the 1954 code.
Securities Regulation - Controlling Stockholders As "Issuers" Under The Securities Act Of 1933, Richard R. Dailey
Securities Regulation - Controlling Stockholders As "Issuers" Under The Securities Act Of 1933, Richard R. Dailey
Michigan Law Review
The Securities and Exchange Commission sought an injunction to restrain the corporate defendant, a brokerage company, and the individual defendant, its president and controlling stockholder, from selling stock in an oil company. At the time the stock was issued and sold, the individual defendant was also president and controlling stockholder of the oil company. No registration statement was in effect with reference to the stock,. which was sold through the mails in interstate commerce in violation of section 5 of the Securities Act of 1933. Section 5 of the act applies only to transactions by an "issuer, underwriter, or dealer." …
Taxation - Federal Income Tax - Extent To Which A Dividend In Kind Is Ordinary Income Under The Internal Revenue Code, Alice Austin S.Ed.
Taxation - Federal Income Tax - Extent To Which A Dividend In Kind Is Ordinary Income Under The Internal Revenue Code, Alice Austin S.Ed.
Michigan Law Review
Taxpayer, a corporate shareholder, received from the corporation a distribution of property which had appreciated in value over its adjusted cost. The earnings and profits of the corporation were sufficient to cover the adjusted cost of the property distributed, but were not sufficient to cover its full fair market value at the time of distribution. The Tax Court held that the fair market value of the distribution was taxable as a dividend only to the extent of the corporation's earnings and profits. On appeal, held, reversed. In determining whether a distribution in kind is a dividend under section 115(a), …
Corporations - The Fudiciary Duty Of Directors In The Issuance Of Stock Subject To Preemptive Rights, Howard M. Downs
Corporations - The Fudiciary Duty Of Directors In The Issuance Of Stock Subject To Preemptive Rights, Howard M. Downs
Michigan Law Review
In Gord v. Iowana Farms Milk Co. , a stockholder protested the issue to the defendant of certain shares of stock in a closely held corporation. At the time of the sale, the plaintiff was a director and secretary-treasurer of the corporation with access to the corporate books and knowledge of the corporate assets. At the meeting at which the stock was issued, the plaintiff signed a statement saying "at the present time I do not elect to purchase any stock. . . ." The stock, sold for $15 a share, had a value variously estimated at $50 to $103.22. …
Corporations - Right Of Shareholder Under Uniform Stock Transfer To Have Shares Transferred Contrary To Corporation By-Laws, Lawrence N. Ravick S.Ed.
Corporations - Right Of Shareholder Under Uniform Stock Transfer To Have Shares Transferred Contrary To Corporation By-Laws, Lawrence N. Ravick S.Ed.
Michigan Law Review
The defendant, a Michigan corporation, adopted a "constitution" (by-laws) which contained the following provisions: " ... no member shall be allowed to own more than five shares of stock at any one time." This restriction was not written into the articles of incorporation or printed upon the stock certificates. Plaintiff was at one time the president and director of the defendant corporation. While an officer, he acquired twenty-five shares of stock, having at the time full knowledge of the by-law provisions. When he was no longer an officer, plaintiff purchased an additional share of defendant's capital stock and requested the …
Corporations - "Personal Interst" Of Directors In Corporate Transactions, Richard R. Dailey
Corporations - "Personal Interst" Of Directors In Corporate Transactions, Richard R. Dailey
Michigan Law Review
Serious dissension had developed between two factions of the seven member board of directors of defendant corporation. Group A, consisting of four members, represented a working majority of the outstanding stock recently acquired by a group of investors. Group B, consisting of three members, had constituted the active management of the corporation for a number of years. The resignation of group B was probable if group A continued to dominate the board. It was proposed that stock of the defendant be exchanged for stock in another corporation. Under the overall plan, group A was to resign and two …
Conflict Of Laws - Penal Provisions In Foreign Law - Liability Of Shareholders In De Facto Corporation, James M. Potter S.Ed.
Conflict Of Laws - Penal Provisions In Foreign Law - Liability Of Shareholders In De Facto Corporation, James M. Potter S.Ed.
Michigan Law Review
Defendants, residents of Tennessee, while attempting to form a corporation under the laws of Arkansas, inadvertently failed to file the articles of incorporation with the county clerk, although they were filed with the Secretary of State of Arkansas. The resulting business association was an Arkansas de facto corporation. Under Arkansas law the shareholders of a de facto corporation are personally liable for the debts of the corporation. Plaintiff, a creditor who dealt with the corporation, sued in a Tennessee court and asked that the Arkansas rule be applied. The trial court refused to do so on the ground that it …
Securities - Sufficiency Of The Property Description And Its Relations To The Notice Provided By A Recorded Chattel Mortgage, Judson M. Werbelow S.Ed.
Securities - Sufficiency Of The Property Description And Its Relations To The Notice Provided By A Recorded Chattel Mortgage, Judson M. Werbelow S.Ed.
Michigan Law Review
The primary aims of this comment are to point out what the law requires in the nature of description, to analyze the value of these requirements in the light of the recording acts, to examine possible alternative security devices, and to suggest some useful steps that may be taken to augment the present system.
Corporations - Securities Regulation - Investment Contracts Under Securities Act Of 1933, James W. Beatty S.Ed.
Corporations - Securities Regulation - Investment Contracts Under Securities Act Of 1933, James W. Beatty S.Ed.
Michigan Law Review
Plaintiffs purchased tracts of twenty acres, part of a larger tract owned by the defendant, for the purpose of developing the tracts into small citrus groves. Plaintiffs also executed with defendant a care and management contract, whereby plaintiff was to give directions as to the marketing of the crops on the tract; the defendant management company was to follow these directions but would still supervise harvesting and marketing and would receive its compensation therefor. Plaintiff brought an action under the Securities Act of 1933 to impose civil liability for fraudulent misrepresentations and material omissions concerning the value of the land. …
Descent And Distribution - Distribution To A Nonresident Alien Prevented By State Staute, Eugene Alkema S.Ed.
Descent And Distribution - Distribution To A Nonresident Alien Prevented By State Staute, Eugene Alkema S.Ed.
Michigan Law Review
Decedent's sole heirs were residents of Poland. By virtue of a power of attorney executed and authenticated in Poland, the Polish consul general intervened to receive their distributive shares. A Massachusetts statute provided that a court may order the distributive share to be deposited for the benefit of nonresidents when it appears that they "may not receive or have opportunity to obtain" such money. Held, the distributive shares must be kept in Massachusetts as it is uncertain that residents of Poland presently could have full benefit of the funds if transmitted. Petition of Mazurowski, (Mass. 1954) 116 N.E. …
Bankruptcy-Test Of Feasibility Under Chapter Xi Arrangement, Paul B. Campbell S.Ed.
Bankruptcy-Test Of Feasibility Under Chapter Xi Arrangement, Paul B. Campbell S.Ed.
Michigan Law Review
The Slumberland Bedding Company started in business in 1952 with a capitalization of $13,000. Within less than one year the corporation was "clearly heavily insolvent," having debts in excess of $85,000 and assets valued "at least several thousand dollars less than $42,250." Preferred creditor claims against the assets of the business amounted to more than $32,200. In this rather dismal context a petition for an arrangement under chapter XI of the Bankruptcy Act was filed. A plan was submitted which provided for independent capital to be put into the business to pay certain claims in full and to pay a …
Corporations--Capital And Stock-Right Of Employee To Receive Stock Dividend Under Stock Purchase Agreement, John E. Riecker S.Ed.
Corporations--Capital And Stock-Right Of Employee To Receive Stock Dividend Under Stock Purchase Agreement, John E. Riecker S.Ed.
Michigan Law Review
Defendant's decedent, X, was executive vice-president and treasurer of plaintiff corporation. Intending to increase X's compensation, plaintiff drew up a plan calling for the sale of 100 shares of plaintiff's stock to X, plaintiff to have a lien on the stock certificate made out in X's name and the right to credit all dividends declared on the stock against its purchase price until fully paid. X was granted the right to vote the stock and to receive the dividends declared after full payment. The agreement specifically provided that X was not entitled to possession of the …
Arbitration-Enforceability Of Arbitration Agreement In Action By Investor Under The Securities Act Of 1933, Rinaldo L. Bianchi
Arbitration-Enforceability Of Arbitration Agreement In Action By Investor Under The Securities Act Of 1933, Rinaldo L. Bianchi
Michigan Law Review
Plaintiff sustained a severe loss in the resale of securities bought from the defendant. Alleging fraud he sued under section 12(2) of the Securities Act of 1933, which provides for liability when prospectuses or oral communications sent through channels of interstate commerce falsely state or omit a material fact so as to render the statement misleading. Pursuant to the Federal Arbitration Act, defendant moved for an order staying proceedings until arbitration had been had in accordance with an agreement between the parties. The district court denied the order, saying that the non-waiver clause of the Securities Act voided a waiver …
Corporations - Sale Of Assets As A Means Of Avoiding State Constitutional Limitation On Corporate Life, Judson M. Werbelow
Corporations - Sale Of Assets As A Means Of Avoiding State Constitutional Limitation On Corporate Life, Judson M. Werbelow
Michigan Law Review
Defendant, a Michigan corporation, was incorporated in 1923 for a term of thirty years, the maximum term permitted by the Michigan constitution. Shortly before this thirty-year term was to expire, majority and minority stockholders engaged in unsuccessful negotiations, each group attempting to purchase the other's interest in the corporation. A special stockholders' meeting was then called to consider a proposed renewal of the corporate term. This proposal failed to gamer the vote of two-thirds of the outstanding shares which was required for approval. The attorneys representing the majority shareholders proceeded to organize a dummy corporation, which in tum offered the …
Taxation - Federal Income Tax - Exchange Of Debentures For Preferred Stock As Tax-Free Reorganization, Raymond R. Trombadore S.Ed.
Taxation - Federal Income Tax - Exchange Of Debentures For Preferred Stock As Tax-Free Reorganization, Raymond R. Trombadore S.Ed.
Michigan Law Review
Plaintiff held common and preferred stock of the Gulf States Paper Corporation. In 1942 plaintiff received new debentures in exchange for his preferred stock, pursuant to a plan for the recapitalization of the company whereby the entire 25,000 shares of previously outstanding preferred stock (including plaintiff's 208 shares) were exchanged for new debentures of like value. In 1950 the Commissioner assessed an income tax deficiency against plaintiff, determining that the redemption and cancellation of the preferred stock represented a distribution essentially equivalent to the distribution of a dividend and taxable under section 115(g)(1) of the Internal Revenue Code. Plaintiff sued …
Securities - Rights Of Used Car Purchasers Under Trust Receipt Financing, Walter H. Weiner S.Ed.
Securities - Rights Of Used Car Purchasers Under Trust Receipt Financing, Walter H. Weiner S.Ed.
Michigan Law Review
The recent enactment of the Uniform Trust Receipts Act: by the Michigan legislature was an important and much needed revision in the Michigan law of chattel security. Although the UTRA has been referred to as a " . . . perplexing maze of technical phrases ... ," it is submitted that the act contains a clear presentation of the changes which are to be effected, and should go far in freeing the financing of goods in the flow of commerce from some anachronistic shackles. The particular intent of this comment is to explore the impact of the UTRA and other …
Corporations - Securities Act Of 1933 - Stock Sale To Employees As A Public Offer, Paul B. Campbell S.Ed.
Corporations - Securities Act Of 1933 - Stock Sale To Employees As A Public Offer, Paul B. Campbell S.Ed.
Michigan Law Review
The Securities and Exchange Commission sued to enjoin defendant corporation from offering stock for sale to its employees without first complying with the registration requirements of the Securities Act of 1933. Defendant claimed that its offer was not a public offer and therefore it came under a class of transactions which were exempt from the registration requirements. The offer was made to about 500 of the company's 7,000 employees. The company classified the offer as one made only to ''key employees." The court of appeals affirmed the trial court's judgment for defendant. On certiorari, held, reversed, two justices dissenting. …
Corporations - Effect Of A Provision In Articles Of Incorporation Permitting The Counting Of Interested Directors For Quorum Purposes, James W. Callison S.Ed.
Corporations - Effect Of A Provision In Articles Of Incorporation Permitting The Counting Of Interested Directors For Quorum Purposes, James W. Callison S.Ed.
Michigan Law Review
Plaintiffs, minority stockholders, sought to restrain the consummation of a merger agreement between defendant Mayflower and Hilton corporations because the plan had not been approved by a quorum of disinterested directors of Mayflower. Defendants relied upon a provision in Mayflower's articles of incorporation which stated that " . . . any director may be counted in determining the existence of a quorum at any meeting of the Board of Directors of this Corporation for the purpose of authorizing any contract or transaction [between this Corporation and any other corporation in which any director or officer of this Corporation is pecuniarily …
"Fair And Equitable" Distribution Of Voting Power Under The Public Utility Holding Company Act Of 1935, Leo W. Leary
"Fair And Equitable" Distribution Of Voting Power Under The Public Utility Holding Company Act Of 1935, Leo W. Leary
Michigan Law Review
In the Public Utility Holding Company Act of 1935 Congress gave the Securities and Exchange Commission the task of investigating voting power distribution among security holders in electric and gas holding companies and their subsidiaries. If the Commission finds that the corporate structure or continued existence of any company in a holding company system "unfairly or inequitably" distributes voting power among the investors in the system, it is the Commission's duty to order the offending corporation to take "such steps as the Commission shall find necessary" to cure this condition. This paper is an attempt to ascertain what the Commission …
Corporations - Shareholders - Right To Bring Derivative Action For Treble Damages Under Antitrust Laws, William K. Davenport S.Ed.
Corporations - Shareholders - Right To Bring Derivative Action For Treble Damages Under Antitrust Laws, William K. Davenport S.Ed.
Michigan Law Review
Plaintiff, owner of 50 percent of the stock in a theater corporation, brought a derivative action in federal court for treble damages for loss of profits allegedly suffered from defendant's violation of the antitrust laws. The district court sustained defendant's motion to dismiss. On appeal to the court of appeals, held, reversed and remanded. Under the new federal rules, a stockholder may bring a derivative action for treble damages under the antitrust laws. Fanchon & Marco, Inc. v. Paramount Pictures, Inc., (2d Cir. 1953) 202 F. (2d) 731.
Securities - Application Of Antideficiency Judgment Statute To Second Purchase Money Trust Deed Where Security Is Exhausted By Foreclosure Of First Deed, John Houck S.Ed.
Securities - Application Of Antideficiency Judgment Statute To Second Purchase Money Trust Deed Where Security Is Exhausted By Foreclosure Of First Deed, John Houck S.Ed.
Michigan Law Review
To secure the purchase price of land, defendant executed a promissory note and first deed of trust in favor of a savings and loan association, and a second note and deed in favor of plaintiff-vendor. On default of both obligations, the savings and loan association foreclosed upon the land. The resulting sale completely exhausted the security, and plaintiff brought the present action upon his note. Defendant interposed section 580b of the California Code of Civil Procedure, which specifies that "no deficiency judgment shall lie in any event after any sale of real property for failure of the purchaser to complete …
Corporations-Standard Of Valuation Of Dissenters' Stock Under Appraisal Statutes, Richard P. Matsch S.Ed.
Corporations-Standard Of Valuation Of Dissenters' Stock Under Appraisal Statutes, Richard P. Matsch S.Ed.
Michigan Law Review
It was a well established rule at common law that fundamental changes in the character of a corporate enterprise could be accomplished only with the consent of all of the stockholders. However, the growth and development of modem corporations necessitated abrogation of this rule of unanimity. As a result, state legislatures enacted statutes authorizing consolidations and mergers with the consent of only a prescribed majority of the shareholders. It was recognized that for business convenience, the majority group must have power to determine the future course of the corporation's business and yet the individual stockholder should not be forced to …
Corporations-Securities Act Of 1933--Sale Of Shares To Employees As Not Involving A Public Offering, William E. Beringer S.Ed.
Corporations-Securities Act Of 1933--Sale Of Shares To Employees As Not Involving A Public Offering, William E. Beringer S.Ed.
Michigan Law Review
As it had done in the nine preceding years defendant corporation sought to win the loyalty of its key employees by offering for their direct purchase some 10,000 shares of its common stock at a price comparing favorably with that in the market. Plaintiff commission sought to enjoin the sale in the federal district court under §77(e) of the Securities Act of 1933 which prohibits sales by mail or interstate commerce of securities not registered with plaintiff. The defense was that §77(d)(1) exempted the sale from registration as one "not involving a public offering." Held, judgment for the defendant. …
Corporations - Stock Options - Requirements Of Consideration For Employee Options, George D. Miller, Jr. S.Ed.
Corporations - Stock Options - Requirements Of Consideration For Employee Options, George D. Miller, Jr. S.Ed.
Michigan Law Review
The Delaware court, in two recent decisions, has indicated what may be an increasingly strict attitude toward employee stock options, particularly when granted to executive officers or directors. It will be the purpose of this comment to examine the significance of these decisions, and to attempt to determine the extent of the change wrought by them.
Equity-Specific Performance-Recent Trends In The Specific Enforcement Of Contracts To Sell Securities, Allan Neef S.Ed.
Equity-Specific Performance-Recent Trends In The Specific Enforcement Of Contracts To Sell Securities, Allan Neef S.Ed.
Michigan Law Review
The rise of the corporation, as a form of business organization, to a dominant position in the modern economic scene has attached increased importance to the ownership of corporate securities. As property interests have become more and more represented by such securities, society has promoted such interests by setting up organized procedures for dealing with and in securities. Stock exchanges have been organized to aid the marketability of corporate stocks. A brokerage profession has evolved to bring buyers and sellers together. Underwriting has been developed to aid in the initial disposal of securities by the issuing corporation. Governments have undertaken …
Taxation-Federal Income Tax-Deductibility Of Legal Fees Incurred In Contesting Gift Tax Deficiency, Richard B. Barnett S.Ed.
Taxation-Federal Income Tax-Deductibility Of Legal Fees Incurred In Contesting Gift Tax Deficiency, Richard B. Barnett S.Ed.
Michigan Law Review
Petitioner gave shares of stock in a closely held family corporation to his wife and children. After paying the federal gift tax, he was notified by the Commissioner of a deficiency of $145,276. The case was eventually settled by payment of $15,612. In this controversy petitioner incurred legal expenses which he sought to deduct on his income tax return under section 23(a)(2) of the Internal Revenue Code. When his claim was disallowed by the Commissioner, this suit was brought for refund. Held, on certiorari, this expenditure was not "for the production or collection of income'' nor incurred in the …
Corporations-Officers And Directors-Fiduciary Duty Of Officer Purchasing Stock From Shareholder, Walter H. Weiner
Corporations-Officers And Directors-Fiduciary Duty Of Officer Purchasing Stock From Shareholder, Walter H. Weiner
Michigan Law Review
Defendant, president of a corporation acquired stock owned by plaintiff and others by falsely representing that the corporation had been sold. After enhancing the value of this stock, defendant sold it. Plaintiff brought suit for fraudulent conversion and the trial court directed a verdict for the defendant. On appeal, held, reversed. An officer negotiating with a shareholder for the purchase of shares must act with scrupulous trust and confidence, and unless the officer acts with the utmost fairness the wronged shareholder may invoke the proper remedy. Blazer v. Black, (10th Cir. 1952) 196 F. (2d) 139.
Corporations-Securities Exchange Act Of 1934-Equitable Principles As A Bar To Short Swing Recovery Under Section 16(B), Edward D. Goldstein S. Ed.
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 …