Dodge V. Ford Motor Co.
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Dodge V. Ford Motor Co.
''Dodge v. Ford Motor Company'', 204 Mich. 459, 170 N.W. 668 (Mich. 1919) is a case in which the Michigan Supreme Court held that Henry Ford had to operate the Ford Motor Company in the interests of its shareholders, rather than in a charitable manner for the benefit of his employees or customers. It is often taught as affirming the principle of "shareholder primacy" in corporate America, although that teaching has received some criticism. At the same time, the case affirmed the business judgment rule, leaving Ford an extremely wide latitude about how to run the company. The general legal position today (except in Delaware, the jurisdiction where over half of all U.S. public companies are domiciled and where shareholder primacy is still upheld) is that the business judgment that directors may exercise is expansive. Management decisions will not be challenged where one can point to any rational link to benefiting the corporation as a whole. Facts By 1916, the Ford Motor Compan ...
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Michigan Supreme Court
The Michigan Supreme Court is the highest court in the U.S. state of Michigan. It is Michigan's court of last resort and consists of seven justices. The Court is located in the Michigan Hall of Justice at 925 Ottawa Street in Lansing, the state capital. Operations Each year, the Court receives approximately 2,000 new case filings. In most cases, the litigants seek review of Michigan Court of Appeals decisions, but the Supreme Court also hears cases of attorney misconduct (through a bifurcated disciplinary system comprising an investigation and prosecution agency – the Attorney Grievance Commission – and a separate adjudicative agency – the Attorney Discipline Board), judicial misconduct (through the Judicial Tenure Commission), as well as a small number of matters over which the Court has original jurisdiction. The Court issues a decision by order or opinion in all cases filed with it. Opinions and orders of the Court are reported in an official publication, ''Michigan Rep ...
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Delaware
Delaware ( ) is a state in the Mid-Atlantic region of the United States, bordering Maryland to its south and west; Pennsylvania to its north; and New Jersey and the Atlantic Ocean to its east. The state takes its name from the adjacent Delaware Bay, in turn named after Thomas West, 3rd Baron De La Warr, an English nobleman and Virginia's first colonial governor. Delaware occupies the northeastern portion of the Delmarva Peninsula and some islands and territory within the Delaware River. It is the second-smallest and sixth-least populous state, but also the sixth-most densely populated. Delaware's largest city is Wilmington, while the state capital is Dover, the second-largest city in the state. The state is divided into three counties, having the lowest number of counties of any state; from north to south, they are New Castle County, Kent County, and Sussex County. While the southern two counties have historically been predominantly agricultural, New Castle is more ...
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Board Of Directors
A board of directors (commonly referred simply as the board) is an executive committee that jointly supervises the activities of an organization, which can be either a for-profit or a nonprofit organization such as a business, nonprofit organization, or a government agency. The powers, duties, and responsibilities of a board of directors are determined by government regulations (including the jurisdiction's corporate law) and the organization's own constitution and by-laws. These authorities may specify the number of members of the board, how they are to be chosen, and how often they are to meet. In an organization with voting members, the board is accountable to, and may be subordinate to, the organization's full membership, which usually elect the members of the board. In a stock corporation, non-executive directors are elected by the shareholders, and the board has ultimate responsibility for the management of the corporation. In nations with codetermination (such as Germ ...
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New York University
New York University (NYU) is a private research university in New York City. Chartered in 1831 by the New York State Legislature, NYU was founded by a group of New Yorkers led by then-Secretary of the Treasury Albert Gallatin. In 1832, the non-denominational all-male institution began its first classes near City Hall based on a curriculum focused on a secular education. The university moved in 1833 and has maintained its main campus in Greenwich Village surrounding Washington Square Park. Since then, the university has added an engineering school in Brooklyn's MetroTech Center and graduate schools throughout Manhattan. NYU has become the largest private university in the United States by enrollment, with a total of 51,848 enrolled students, including 26,733 undergraduate students and 25,115 graduate students, in 2019. NYU also receives the most applications of any private institution in the United States and admission is considered highly selective. NYU is organized int ...
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Dodge
Dodge is an American brand of automobiles and a division of Stellantis, based in Auburn Hills, Michigan. Dodge vehicles have historically included performance cars, and for much of its existence Dodge was Chrysler's mid-priced brand above Plymouth. Founded as the Dodge Brothers Company machine shop by brothers Horace Elgin Dodge and John Francis Dodge in the early 1900s, Dodge was originally a supplier of parts and assemblies to Detroit-based automakers like Ford. They began building complete automobiles under the "Dodge Brothers" brand in 1914, predating the founding of Chrysler Corporation. The factory located in Hamtramck, Michigan was the Dodge main factory from 1910 until it closed in January 1980. John Dodge died from the Spanish flu in January 1920, having lungs weakened by tuberculosis 20 years earlier. Horace died in December of the same year, perhaps weakened by the Spanish flu, though the cause of death was cirrhosis of the liver. Their company was sold by their ...
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Spoliation
Spoliation may refer to: * Looting * Spoliation of evidence in a criminal investigation See also * Spoliation Advisory Panel *Nazi plunder Nazi plunder (german: Raubkunst) was the stealing of art and other items which occurred as a result of the organized looting of European countries during the time of the Nazi Party in Germany. The looting of Polish and Jewish property was a k ...
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Obiter Dicta
''Obiter dictum'' (usually used in the plural, ''obiter dicta'') is a Latin phrase meaning "other things said",'' Black's Law Dictionary'', p. 967 (5th ed. 1979). that is, a remark in a legal opinion that is "said in passing" by any judge or arbitrator. It is a concept derived from English common law, whereby a judgment comprises only two elements: ''ratio decidendi'' and ''obiter dicta''. For the purposes of judicial precedent, ''ratio decidendi'' is binding, whereas ''obiter dicta'' are persuasive only. Significance A judicial statement can be ''ratio decidendi'' only if it refers to the crucial facts and law of the case. Statements that are not crucial, or which refer to hypothetical facts or to unrelated law issues, are ''obiter dicta''. ''Obiter dicta'' (often simply ''dicta'', or ''obiter'') are remarks or observations made by a judge that, although included in the body of the court's opinion, do not form a necessary part of the court's decision. In a court opinion, ''obite ...
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Horace Elgin Dodge
Horace Elgin Dodge Sr. (May 17, 1868 – December 10, 1920) was an American automobile manufacturing pioneer and co-founder of Dodge Brothers Company. Early years and business He was born in Niles, Michigan, on May 17, 1868.Burton, Clarence M., ed. (1922)''The City of Detroit, Michigan, 1701-1922'' Vol. IV, pp. 308–313. The S. J. Clarke Publishing Company. His father owned a foundry and machine shop. Horace Dodge and his elder brother John Francis Dodge were inseparable as children and as adults. In 1886, the Dodge brothers moved to Detroit, Michigan, where they took jobs at a boilermaker plant. In 1894, they went to work as machinists at the Canadian Typograph Company across the Detroit River in Windsor, Ontario. In 1896, Horace Dodge married Anna Thompson, a Scottish immigrant born in Dundee. The couple had a son, Horace Jr., and a daughter, Delphine. Thompson later married actor Hugh Dillman after the death of Dodge. While brother John Dodge was the sales-oriented manager ...
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John Francis Dodge
John Francis Dodge (October 25, 1864 – January 14, 1920) was an American automobile manufacturing pioneer and co-founder of Dodge Brothers Company. Biography Dodge was born in Niles, Michigan, where his father ran a foundry and machine shop. John and his younger brother, Horace, were inseparable as children and as adults. The origins of the Dodge family lie in Stockport, England, where their ancestral home still stands. In 1886, the Dodge family moved to Detroit, where John and Horace took jobs at a boiler maker plant. In 1894 they went to work as machinists at the Dominion Typograph Company in Windsor, Ontario, Canada. While John was the sales-minded managerial type, his brother Horace was a gifted mechanic and inveterate tinkerer. Using a dirt-proof ball bearing Horace invented and patented, in 1897 Dodge arranged a deal for the brothers to join with a third-party investor to manufacture bicycles. Within a few years, they sold the bicycle business and in 1900 used the ...
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Dividend
A dividend is a distribution of profits by a corporation to its shareholders. When a corporation earns a profit or surplus, it is able to pay a portion of the profit as a dividend to shareholders. Any amount not distributed is taken to be re-invested in the business (called retained earnings). The current year profit as well as the retained earnings of previous years are available for distribution; a corporation is usually prohibited from paying a dividend out of its capital. Distribution to shareholders may be in cash (usually a deposit into a bank account) or, if the corporation has a dividend reinvestment plan, the amount can be paid by the issue of further shares or by share repurchase. In some cases, the distribution may be of assets. The dividend received by a shareholder is income of the shareholder and may be subject to income tax (see dividend tax). The tax treatment of this income varies considerably between jurisdictions. The corporation does not receive a tax deduct ...
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Shareholders
A shareholder (in the United States often referred to as stockholder) of a corporation is an individual or legal entity (such as another corporation, a body politic, a trust or partnership) that is registered by the corporation as the legal owner of shares of the share capital of a public or private corporation. Shareholders may be referred to as members of a corporation. A person or legal entity becomes a shareholder in a corporation when their name and other details are entered in the corporation's register of shareholders or members, and unless required by law the corporation is not required or permitted to enquire as to the beneficial ownership of the shares. A corporation generally cannot own shares of itself. The influence of a shareholder on the business is determined by the shareholding percentage owned. Shareholders of a corporation are legally separate from the corporation itself. They are generally not liable for the corporation's debts, and the shareholders' liability ...
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Model T
The Ford Model T is an automobile that was produced by Ford Motor Company from October 1, 1908, to May 26, 1927. It is generally regarded as the first affordable automobile, which made car travel available to middle-class Americans. The relatively low price was partly the result of Ford's efficient fabrication, including assembly line production instead of individual handcrafting. It was mainly designed by an American (Childe Harold Wills) and two Hungarian engineers ( Joseph A. Galamb, Eugene Farkas). The Model T was colloquially known as the "Tin Lizzie", "Leaping Lena" or "flivver". The Ford Model T was named the most influential car of the 20th century in the 1999 Car of the Century competition, ahead of the BMC Mini, Citroën DS, and Volkswagen Beetle. Ford's Model T was successful not only because it provided inexpensive transportation on a massive scale, but also because the car signified innovation for the rising middle class and became a powerful symbol of the Un ...
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