EQUITY-SPECIFIC PERFORMANCE-RECENT TRENDS IN THE SPECIFIC ENFORCEMENT OF CONTRACTS TO SELL SECURITIES

Authors

Allan Neef S.Ed., University of Michigan Law SchoolFollow

Abstract

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 to supervise the issuance, and subsequently the transfer, of both stocks and bonds. The individual rights of the stockholder have been increased toward the end of giving him a better opportunity to protect his property interest. Even in bankruptcy the corporation and its stockholders have been given preferential treatment in an effort to preserve such interests as much as possible. In the light of this development, which undoubtedly has not yet reached its zenith, what approach are the courts to take to enforcement of contracts involving corporate securities? Are they to be treated like ordinary chattel contracts? Or are they to be treated like land contracts as involving a special type of property interest? Or to be more specific, is specific performance to be the extraordinary or the usual remedy for breach?

Recommended Citation

Allan Neef S.Ed., EQUITY-SPECIFIC PERFORMANCE-RECENT TRENDS IN THE SPECIFIC ENFORCEMENT OF CONTRACTS TO SELL SECURITIES, 51 Mich. L. Rev. 408 (1953).
Available at: https://repository.law.umich.edu/mlr/vol51/iss3/6