Corporations

Covers corporate charitable contributions

Corporation Law

Covers the Massachusetts Trust Act of 1959 and the Securities Act of Washington

Legal Characteristics and Consequences of Voting Trusts

Quite frequently it becomes desirable for corporate stockholders to combine the voting power of their stock for a common purpose. The device usually employed to achieve that objective is the voting trust. Under the conventional voting trust arrangement, two or more stockholders transfer the legal title to their stock to a common trustee, who causes new certificates to be issued in his name. The voting trustee then issues voting trust certificates to the beneficial owners of the stock. The terms under which the stock is held in trust are defined by a written voting trust agreement

The Charging Order Under the Uniform Partnership Act

Substantially the same procedure prevailed throughout the United States under general execution statutes where the successive steps generally consisted of: (1) seizure of some or all of the partnership property under writ of execution; (2) sale of the debtor partner\u27s interest in the property ; (3) acquisition of the debtor partner\u27s interest in the property by the purchaser at the execution sale, subject, however, to the payment of partnership debts and prior claims to the firm against the debtor partner; (4) compulsory dissolution and winding up of the partnership, and (5) distribution to the execution purchaser of the debtor partner\u27s share of any property remaining after the winding up process was completed. Two factors combined to bring about this clumsy method. The first was the difficulty which courts and lawyers had in understanding the nature of a partner\u27s interest in a partnership, that is, that it was an intangible share in the business of the firm rather than a direct interest in the property of the firm. Even when this concept was recognized, as it inevitably was when a separate creditor of a partner seized partnership property, the second factor came into play. The common law had no procedure for the seizure of the partner\u27s intangible interest in the business. The writ of leri jaclas, common law counterpart of the writ of execution, permitted seizure of physical property only. Since it was practically inconceivable that valuable partnership interests should be exempt from creditors\u27 claims, the writ of fieri jacias was employed even though ill suited to the purpose

Corporations

Covers recent laws on fiduciary security transfers and oln shareholders\u27 consent in lieu of meeting

Implied Warranty of Quality under the Uniform Sales Act

The Uniform Sales Act was adopted by the legislature of the state of Washington m the extraordinary session of 1925. This act, patterned after similar legislation previously enacted in England, is designed to bring the law of the different states into conformity To effect this purpose the draughtsmen of the act largely codified the common law, but even where such a course was followed it is inevitable that the pre-existing law of some jurisdictions must be overruled. It is the purpose of the present discussion to consider the provisions of the Sales Act relative to implied warranty of quality in order to determine the proper interpretation to be given thereto, and then in the light of such principles to note the effect on the Washington law as previously announced by the Supreme Court of this state. Resort must be had for purposes of construction to the English and American cases construing the respective acts, since as yet no case involving this portion of the act has been decided in the state of Washington and the cases decided previously are in numerous instances valueless as authority under the Sales Act

Legal Significance of Capital Stock

The purpose of this article is to clarify, if possible, these different meanings. In essence, it will be shown that the first meaning, that is, capital stock in the sense of shares , while possibly technically inaccurate is practically unimportant; second, that the concept of capital stock as property or as a trust fund for creditors is, if given a literal meaning, most inaccurate, confusing and unnecessary; and third, that the concept of capital stock as an amount , is the only usage which is useful and correct under the present Washington statute

Probate Legislation Enacted by the 1955 Session of the Washington Legislature

The purpose of this survey is to focus attention on changes in the probate law of the state as a result of the 1955 session of the legislature. Five separate Acts amending or adding to the law of probate were adopted. These Acts are chapters 98, 141, 154 and 205 of the Laws of 1955 and chapter 7 of the Laws of 1955 (Extraordinary Session). In the aggregate they embody a substantial number of changes, most of which are simple procedural amendments. A few of the amendments present secondary questions of some difficulty. It is not the purpose of this survey to attempt elaborate discussion of any such complicated problems. For the most part these questions are peculiar to the Washington statute and not categorically answerable on the basis of existing authorities. Consequently the existence of such questions will be noted leaving their ultimate solution to the future. (Parts of this article were prepared by the authors for the larger article, Washington Legislation—1955, which appeared in 30 Wash. L. Rev. 195-223. The Article was deemed to be of sufficient interest to justify printing it outside of the special issue for which it was written.

The Development of a Prototype Computer-Based Modeling System for Analysis of the Sensitivity of Selected Costing Assumptions in an Academic Department

The subject of this study was the development of a computer-based system for the modeling of costing assumptions in an academic department. Initially, costing assumptions were defined as those assumptions made in the selection of costing sources and apportioning procedures in cost studies. The major theme of this study was that the system should allow for multiple sets of costing assumptions to be modeled, and it should allow for a very low level of cost disaggregation. This modeling system allows costs to be attached to individual course enrollments, and it also allows multiple departmental cost studies to be performed simultaneously so that any two may be compared for sensitivity analysis