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Show foriali, Ord:r D?urtir-n- t University of Utnh Fait LukeCity, L'.12 Ut-'- SALT LAKE VOLUME 16, NUMBER 199 Pre-empti- ve Utah Supreme Court Decisions C. nr, UTAH Rights Of A New Corporation Habeas Corpus Cases By James W. Freed Note "A shareholder shall have rights to acunissued shares of a corporquire ation except as limited or denied in the articles of incorporation. Many lawyers get this backwards, thinking they do not have rights unless specified. Thus, many articles are silent, the shareholders do have such rights, but corporation acts as if they dont. Officers and directors liability indemnification. Section Authority for indemnification should be placed in the articles. Should use a phrasing of the statutory language. Methodology of drafting theArt-ide-s. How many of the results of the above decisions should be written into the Articles? This is largely a question of how complex you want the Artides to be. Certainly most lawyers prefer housekeeping details to be in the because they are simpler to amend and that is the best practice. Of more significance, is whether the rights and preferences of any senior securities should be placed in the Articles. You can go to that length, and if the company is, or wants to be listed on a major stock exchange, those details may have to be spelled out in the Articles. Otherwise, the Articles can simply create the preferred stock and the rights and preferences can be spelled out in a separate Certificate of Preferences. The Buy-SAgreement There are two advantages in such an agreement for the close corpora- 16-10-- ARREST AND SEARCH STANDARDS NOT APPLICABLE TO TAKING CUSTODY OF PAROLEE pre-empti- ve MARVIN JOE REEVES Appellant counsel: Gregory Bown, Salt Lake Legal Defenders Trial Court Findings Supported JAMES R. BILLINGS Appellant counsel: . Lynn R. Brown, Salt Lake Legal Defenders See details page 3 Lucious LEAA Office Cause of Wordy Jangle By Isabelle llall The Law WASHINGTON (UPI) Enforcement ministration Assistance invited (LEAA) "anyone" to come and visit its office, renovated at a cost of $204,000 by a government interior decorator whose services cost $7,000. At the same time, Rep. John S. is asking AtMonagan, torney General Richard G. Klein-diento look into the spending of "taxpayer dollars" for "lucious offices for LEAA administrators." Jerris LEAA administrator Leonard, who denies his executive suite is plush, invited anyone to come and see for themselves. He funds were said no crime-fightin-g spent on the renovation as charged by Monagan. An aide pointed out that Leonards $6,023 bathroom was only what he was entitled to as an executive level , 3 grade earning $40,000 a year. Such officials are entitled to offices with wood paneling and a bathrqom but no shower. st Klein-diens- . ts the building in 1934, although Martha Mitchell redid the attorney generals dining room and kitchen in 1970. LEAA leases eight floors of the across 13-sto- ry the office building d $414,000 a year. The is Abe Pollin, owner of the Baltimore Bullets basketball team, who apparently bought the building from Silverman. street for ( lan-dor- There were reports Leonards bathroom contained a shower but what looks like a stall shower with a drain in the floor had a white shawl and a dressing gown hanging in it when a UPI reporter and photographer arrived. "Its not a shower," said Arthur Sachs, LEAA property and facilities officer. Its a closet." "Why does it have a drain in the floor?" he was asked. "The owner (contractor) couldnt believe there wasnt going to be 'a shower there so he put in a drain," Sach expalined. "Didnt you see the clothes hanging there? Once we learned that a shower wasnt authorized, we changed it." The refurbishing of offices on .three floors, including $4,362 for Leonard's modernistic silver office, was all done by the foil-paper- ed General Services Administration (GSA). The work was contracted to Office Remodeling Co., a subsidiary of a firm headed by Jerry Silverman, the man who built the building where the LEAA has its offices. "Its high time the Attorney General began to ride herd on this 13-sto- ry freewheeling plained operation, Monagan, whose com- House Government Operations Subcommittee on Legal and Monetary Affairs has been highly critical of LEAA, the agency created in 1968 to Motorcycle Helmets Fail Safety Tests WASHINGTON (UPI) - With . niifh&han dl Executions Said Not to Deter Murder - semi-humoro- us oUStBUlS (.nil PnlipQ Trial the motorcycle accident death rate rising sharply, the government announces that almost 90 per cent of the motorcycle helmets tested failed industry safety standards. The National Highway Traffic Safety Administration (NHTSA) said it conducted 74 tests of 54 different helmets using the safety standards set by the industrys American National Standards Institute. Only eight of the helmets compiled with the standards, the safely agency said. Motorcycle sales in the United States totaled more than' 3.3 million in 1971 compared to 1.3 million in 1965. The death toll for the same period rose from 1,515 to 2,300, NHTSA ve by-la- help cities and states fight crimes. "I have written him to demand a report on this whole matter. These law enforcement funds should go into the streets of our cities rather than the suites of Washington." Kleindienst occupies an office suite in a corner of the Justice Department. The faded, frayed carpet was chosen 20 years ago by Attorney General Herbert Brownell and the drapes were picked by Mrs. Robert F. Kennedy more than 10 years ago. Some of the furniture in suite has been there since the Justice Department moved into Ad- By Kenyon Roberts LOS 16-10-- 4. INCOMPETENCY CLAIMED WHEN RIGHT TO COUNSEL WAIVED Appellant: Treasury Aide Discounts Rich Tax Loopholes What about tax loopholes? Cohen ANGELES (ACCN) The asked. For example, he pointed out, rich do not escape paying taxes in one of these major loopholes is that any significant percentage, Un- of tax exempt' state and local bond dersecretary of the Treasury Edwin issues. This is really a false inS. Cohen told the 25th annual terpretation of this problem, the of Southern California Undersecretary asserted. What is University Tax Institute here, Qctsbw lft- - --i actually involved, he said, is the Referring to the 106 individuals reduced federal lax rates for capital who paid no federal income tax at gains. Thus, $3 billion out of $3.9 billion of all, which made news a few years tax exempt bonds attributable to the ago, the Undersecretary said that preliminary auditing of their returns high income tax group is really allocable to capital gains trans-an- d show that 21, in fact, owe something, the indications are that more of actions and not to the purchase of bonds. the 106 will. Next 8ive Some of the 106 paid taxes abroad r. and escaped taxation here becauseJcXwtobpTOiqis some attention, ohen of treaties preventing doubl e inadvertantly, lax credence Cohen said. Others paid providing taxation, iof probable AdDhsomV inc jsoK despite considerable U.S. federal taxes the reasp year before the one in question and ministration denials. The tax treptipeipf P&&gains paid none the following year because the Treasury Of of ;s$1icaielffthtfeK income methods accepted olficial said, particuarly affecting accoual or accounting. These people did however pay large amounts of the capital market here and abroad. state and local taxes in the year in We have to consider our competitive position as against foreign nations, which they paid no federal tax. indicated. Most countries' Jq pot he Others of the 106 escaped federal tax capital axation because of charitable mher income. do, xmtributions,'" which I dont think for sedftff There are ve want to cut back on," Cohen Cohen dealing with capital gains, ieclared. noted. Among these, he pointed out, is one to reduce the tax according to the length of time the capital gain is held. We had a form of this in the tion: 1930s, but we later abolished it, 1. It insures continuity of conCohen said. trol in the existing sharehold- President Kennedy, in 1963, ers. Prevents stock from passsuggested something similar but ing to heirs who may sell to Congress did not adopt it, Cohen unknown third persons. said. And so, he indicated, the 2. Estate Planning. This is the incentive problem remains. for the principal At the outset of his remarks Cohen purchase price provided will establish the of value touched usually briefly on the recurring Three STANFORD (UPI) the stock if the price is reasStanford University professors say problems of the difference in tax onable in relation to fair marrate between single and married ket value and the estate is that, contrary to popular belief, thedeath penalty does not deter mur- persons. It really is impossible, he obligated to sell at the indisaid, to work out a completely just cated price. The agreement der and may even encourage schedule of rates between these two should also apply to lifetime killings by the suicide-prone-. classes. One source of trouble, he transfers. Anthony Amsterdam, a law indicated in vein, is Now the Articles have been professor who successfully argued must tax be law at nearly always drafted, the next step essential to against the death penalty before the the birth of the corporation is filU.S .and California Supreme Courts, be framed on the assumption that ing the Articles with the Secretary said every study shows that carried people live together and of State. The corporation exists single people live alone. Nobody has executions do not deter crime. only by the sufferance of state law In repeated cases, the death been realistic enough to consider and cannot exist unless and until ving the IRS Inquire who 18 bving penalty has served as a magnet to permitted to do so by the State. whom and how frequently, commit murder and has been used Next Practical Problems Encountas a form of suicide, he said. It A ered by The Secretary of State with IT Corporate Filings. may discourage a few potential far but it encourages murderers, more killings. I I Id I Two psychiatrists on the medical I UI IUC school faculty, Drs. George Solomon and Donald Lunde, agreed with pre-empti- Appellant: TUESDAY, OCTOBER 17, 1972 said. According to the National Safety Council, the fatality rate for all motor vehicles in 1971 was 4.7 deaths per 100 million miles traveled. Fox motorcycles, the rate was 20 deaths per 100 million miles. IRS Head Says Short Tax Form Coming Back LOS ANGELES (ACCN) -- The collection of federal income taxes is "basically speaking in shape, not perfect, but in reasonably good shape, Johnnie Walters, Com- missioner of Internal Revenue, told a luncheon meeting at the 25th annual University of Southern California Institute on Federal Taxation here October li. Next year, Walters revealed, the reintroduce the short form 1048, revised so that, literally, a fifth grader can fill it out. This is so, he emphasized, because the Service sought the help of actual fifth grade teachers throughout the nation in an effort to make the form completely IRS will dear. counclusions and cases. cited specific Lunde said the most recent example was Pamela Walking a babysitter who killed Amsterdams terviewed the convicted murderess, who told him she resorted to the slayings in desperation so the state would kill her. Polygraph Data DETROIT (UPI) A federal judge has decided to allow the results of a Ue deteclor test to admitted evjdence ta Uje lriai a suspended Detroit policeman accused of lying to a grand jury. Justice Department and defense pjy "Said the decision by U.S District Judge Charles W. Joiner was the first of its kind in any federal court. It will be binding October 6, only if appealed and upheld by a higher court. The riding came in the case of Detective Sgt. Richard J. Ridling, 41, who was indicted last February on charges of lying to a federal "Murder and suicide are very closely related phenomena," said Solomon. He said that execution is not a deterrent to irrational people who commit the most sensational mass murders because they don't think about the ends of their acts, but concentrate solely on the act of grand jury investigating alleged gambling and bribery. Ridling's killing itself. The three professors held a news separa'Mygra conference to voice their opposition d,d not. hc' lo a proposition on the Number would restore the in California. death penalty lesf "T t,l'!?a?!dhldll"8 SStr t |