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Articles 5311 - 5340 of 5393
Full-Text Articles in Securities Law
Intercorporate Stockholding Under Section 7 Of The Clayton Act
Intercorporate Stockholding Under Section 7 Of The Clayton Act
Michigan Law Review
It is notorious that the Clayton Act was passed in response to misguided popular agitation based upon erroneous notions as to the scope and effect of the Sherman Anti-Trust Law, and in fulfilment of, campaign promises voiced not only by Wilson, but embodied in the platforms of all three political parties in 1912. Stevens, "The Federal Trade Commission Act," 4 AMER. ECON. REV. 840; "The Clayton Act," 5 ibid. 38; Henderson, THE FEDERAL TRADE COMMISSION, p. 16; Barrett, "The Federal Trade Commission," 81 CENT. L. J.; 166-171, 183-189, 201-207; Taft, THE ANTI-TRUST ACT AND THE SUPREME COURT. Even without the …
Voting Trusts, Robert W. Miller
Right Of Holders Of Preferred Stock To Participate In The Distribution Of Profits, Jay Finley Christ
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 …
The Influence Of Securities Regulation Upon Standards Of Corporation Financing, Forrest B. Ashby
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 …
Publicity Of Accounts And Directors' Purchases Of Stock, A. A. Berle Jr.
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 …
Taxation-Jurisdiction To Levy An Inheritance Tax
Taxation-Jurisdiction To Levy An Inheritance Tax
Michigan Law Review
A Massachusetts decedent by will created a trust in stocks and bonds. By the terms of the trust the trustee was to pay the income to the settlor's daughter during her life and upon her death was to pay the corpus to such persons as she should by will appoint. She died domiciled in North Carolina leaving a will appointing her husband and son to receive the property. North Carolina imposed an inheritance tax under a statute making the exercise of the power of appointment subject to the tax in the same manner as though the property belonged absolutely to …
Determination Of Superior Equities In Cases Of Marshaling And Subrogation, C. Severin Buschmann
Determination Of Superior Equities In Cases Of Marshaling And Subrogation, C. Severin Buschmann
Indiana Law Journal
No abstract provided.
Situs Of Corporate Shares For Administration Purposes
Situs Of Corporate Shares For Administration Purposes
Michigan Law Review
Questions concerning the situs of corporate shares for tax purposes have been productive of much litigation and a fairly extensive body of authority on the subject has accumulated. Cases dealing with the situs of shares for purposes of administration, on the other hand, arc very rare. This latter fact may be ascribed to the acceptance, in all states except Illinois and Mississippi, of the common law rule that the distribution of personal property shall be governed by the law of the decedent's domicil. But in those two jurisdictions, the legislature has provided that, "All personal property situated in this state …
No-Par Stock And Its Effect On Washington Law, Jeffrey Heiman
No-Par Stock And Its Effect On Washington Law, Jeffrey Heiman
Washington Law Review
In 1912 the New York Legislature passed the first statute authorizing the organization of corporations in New York with stock of no-par value. Such stock is defined by Cook as "stock which does not state how much money it represents." Immediately upon the passage of the law in New York a furor arose in the law reviews of the country, either in criticism of, or in defense of, the innovation in the field of corporation finance. That this subject is becoming a popular field of corporate legislation is beyond denial for at the present time thirty-nine states, including Washington allow …
Voting Trust Agreements, Maurice Finkelstein
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 …
Stockholder's Rights To Inspect Corporate Books And Records, Paul V. Mcnutt
Stockholder's Rights To Inspect Corporate Books And Records, Paul V. Mcnutt
Indiana Law Journal
No abstract provided.
Is Non-Cumulative Preferred Stock Cumulative?
Is Non-Cumulative Preferred Stock Cumulative?
Michigan Law Review
A corporation may not lawfully pay dividends except out of profits, this limitation representing one important distinction between stockholders and creditors. Furthermore, as a general rule, stockholders have no right to dividends even out of earnings until they have been declared, it being within the discretion of the directors whether any payment shall be made or not. N. Y. L. E. & W. v. Nickals, 119 U. S. 296. True, this power of the directors is limited by the rule of reasonableness. Dodge v. Ford Motor Co. 204 Mich. 459. But an action to compel a distribution of …
The Income Tax Liability Of Dividends In Liquidation, Roswell F. Magill
The Income Tax Liability Of Dividends In Liquidation, Roswell F. Magill
Michigan Law Review
The development of a scheme at once equitable and constitutional for the taxation of corporate distributions has been one of the more difficult problems confronting Congress and the courts since the adoption of the income tax amendment. Doubtless the chief reason for this difficulty has been the fact that the income tax liability of a shareholder upon such a distribution "has not been determinable merely by ascertaining whether the amounts received are the variety of receipts commonly regarded by their recipients as income,- in a word, by determining whether they constitute a "gain" to the shareholder. Rather, it is a …
Corporate Stock And Inheritance Taxation
Corporate Stock And Inheritance Taxation
Michigan Law Review
News of the recent election includes the item that the state of Florida, in addition to climate, now offers constitutional exemption from state income and inheritance taxation as an attraction to elderly persons of wealth to make that state their home. In most of our states the effort is in the other direction, to include within the scope of the inheritance tax law everything that the state may reach without running afoul of constitutional inhibitions on legislative action. A discussion of all the varied and interesting situations which test the limit of the power of taxing inheritances would run far …
Shares Without Par Value, Cassius M. Clay
Purchase Of Shares Of Corporation By A Director From A Shareholder, Harold R. Smith
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 …
Watered Stock Commissions Blue Sky Laws Stock Without Par Value, William W. Cook
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."'
Respective Rights Of Preferred And Common Stockholders In Surplus Profits, George Jarvis Thompson
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.
Corporations, Shareholders' Right To Have A Dividend Declared And Paid Out Of Surplus, Horace Lafayette Wilgus
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 …
Stock Dividends As Income, Robert E. More
Stock Dividends As Income, Robert E. More
Michigan Law Review
In the case of Towne v. Eisner, the United States Supreme Court has recently held that under the Income Tax Law of 1913, the stock dividends received by a shareholder during the year 1914 could not be taxed upon their full par value, where the corporate surplus thus distributed all accrued prior to January I, 1913. The Treasury Department subsequently announced that the decision is not applicable to the Income Tax Law of 1916.1 It is the purpose of this article to review the case of Towvne v. Eisner,2 and then to discuss the soundness of the position taken by …
Duty Of Creditor To Pursue Remedy Against Principal Before Looking To Guarantor, H. C. J.
Duty Of Creditor To Pursue Remedy Against Principal Before Looking To Guarantor, H. C. J.
West Virginia Law Review
No abstract provided.
The Ohio "Blue Sky" Cases, Clarence D. Laylin
The Ohio "Blue Sky" Cases, Clarence D. Laylin
Michigan Law Review
The ancient notion that private fraud lies beyond the domain of public law did not long survive the statements of it that have been quoted.' Our legislation, expressing always the changing moral standards of the people, has directed the sanctions of the criminal law, step by step, ever against new forms of overreaching and imposition. Numerous illustrations might be cited to show the growing repugnance of the public mind toward frauds and cheats, and the tendency to recognize them as offenses invoking the restraint of public action as well as the redress of private injuries.
Note And Comment, John R. Rood, Henry M. Bates, Werner W. Schroeder, Robert E. Richardson, Hollace M. Reid
Note And Comment, John R. Rood, Henry M. Bates, Werner W. Schroeder, Robert E. Richardson, Hollace M. Reid
Michigan Law Review
Can a Manufacturer be Compelled to Sell? - The fight for price maintenance is not yet completely settled, despite, the decisions in Dr. Miles Medical Company v. Parks & Sois Company, and Baiter & Cie v. O'Donnell, which held invalid contracts, whether nominally of agency, or of sale, between manufacturer and wholesaler or jobber whereby the latter in purchasing agreed himself to maintain and to sell only to others who would maintain a schedule of prices established by the manufacturer. But there are more ways than one of maintaining prices. One of these is to refuse to sell to persons …
Recent Important Decisions
Michigan Law Review
A collection of recent important court decisions.
Recent Important Decisions
Michigan Law Review
A collection of recent important court decisions.
Note And Comment, Henry M. Bates, Evans Holbrook, Will R. Roberts, Marcy K. Brown Jr, Allen M. Reed
Note And Comment, Henry M. Bates, Evans Holbrook, Will R. Roberts, Marcy K. Brown Jr, Allen M. Reed
Michigan Law Review
Legislative Power to Restrict Freedom of Labor Contracts -The struggle between the police power of the legislature and the nineteenth century idea of due process of law continues unremittingly. That increasing social necessities and a more comprehensive and perfect conception of justice have resulted in recent years in restricting the "due process" clauses in federal and state constitutions to their historically and logically more correct meaning and scope there can be no doubt. Scores, if not hundreds, of decisions by our courts and conspicuously those of the United States Supreme Court have shown complete recognition of the fact that the …
Note And Comment, Ralph W. Aigler, John R. Rood, Henry Rottschaefer, Allen M. Reed
Note And Comment, Ralph W. Aigler, John R. Rood, Henry Rottschaefer, Allen M. Reed
Michigan Law Review
Revocability of Licenses - The Rule of Wood v. Leadbitter - That a mere license purporting to create in the licensee a new right or privilege is revocable at law at the will of the licensor seems to have been definitely settled in England by Wood v. Leadbitter. It was there held that the plaintiff who had entered the close of the defendant's master after the purchase of a proper ticket could be -forcibly ousted, notice having been first given that he should leave. The only remedy open to the ousted ticket holder-in law at least-no excessive violence having been …
Recent Important Decisions
Michigan Law Review
A collection of recent important court decisions.