Commentaries on the Law of Private Corporations: Whether with Or Without Capital Stock, Also of Joint-stock Companies and of All the Various Voluntary Unicorporated Associations Organized for Pecuniary Profit Or Mutual Benefit, Volume 1

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Contents

644
xlviii
648
xlix
1231
l
Reversion and escheat of property to grantor and to the State
li
1302
liii
464
liv
1064
lvi
776
lix
777
78
1066
79
Of the registered transferee 681 The same subject continued 682 Of the unregistered transferee of the certificate 683 The same subject continued 684...
80
469
81
650
82
1072
6
CHAPTER XI
7
779
10
653
lxxiii
1078
lxxvii
1309
lxxxii
1079
lxxxiii
1080
lxxxv
1315
lxxxix
1319
xc
ENTRY AND FORECLOSURE
xci
1322
xcv
780
xcvi
782
cxiv
783
cxvii
1242
cxix
1325
cxx
1082
cxxiv
1083
cxxvi
1084
cxxvii
793
cxxix
1085
cxxxi
Page
cxxxiii
1249
cxxxv
1265
cxxxvi
243
cxliv
657
cxlv
519
cxlvii
1262
cxlviii
521
cli
522
cliv
Introductory
clv
89
clxii
GENERAL EXECUTIVE OFFICERS Pago 845 847 849 850 853 853 355
clxiii
1298
clxiv
1342
clxviii
795
clxx
796
clxxi
1087
clxxii
857
clxxvi
Limitation of the amount of a single subscription 838
clxxvii
0
clxxx
1093
clxxxi
1095
clxxxii
1098
clxxxv
1099
clxxxvi
INTRODUCTORY OF THE CREATION OF THE CORPORATION
1
Of defective incorporation
25
Power to hold the stock of other companies 894 The same subject continued
29
Criticism of the doctrine of the Dartmouth College case
34
Of the distinction between a franchise and a license
39
The contract of the State with the incorporators
40
The contract between the incorporators themselves
42
The contract between the incorporators and third parties
43
Of the construction of the charter contract
44
The same subject continued
46
The same subject continued Of exclusive privileges
47
Of the police power
51
Sundry examples of the exercise of the police power
52
Dedication to a public use Muon v Illinois
55
Extension and criticism of the doctrine of Munn v Illinois
56
Of statutes creating a new or modifying or abolishing an old 1 remedy
59
Of the power of eminent domain
61
Of excmptions from taxation
62
The exemption to be clearly expressed
63
CHAPTER III
65
Construction of constitutional statutory and charter reserva tions
67
Of the construction of amendatory statutes
70
The legislative discretion not to be questioned judicially
71
Limitations upon the reserved power
75
Of material and immaterial amendments The rights of a minority
77
Of the dissenting stockholders remedy 80
77
Amendment of articles of association 81
77
Of forfeiture
85
Forfeiture distinguished from repeal
86
Meaning of the word law
87
The same subject continued
89
The fact of forfeiture to be judicially declared
90
Of the nature of the inquiry before the committee
91
Sources of jurisdiction of courts of equity
92
Grounds of equitable intervention
93
The fact of forfeiture not to be collaterally tried
94
Proceedings to forfeit charters a Jurisdiction
96
b of the parties
98
c Of the writs
100
d Of the grounds of forfeiture Misuser and nonuser
101
Of trust agreements as a ground of forfeiture
104
The same subject continued
110
The acts of the shareholders how far imputed to the corpo ration
114
Actual or prospective injury to the public to be proven
116
Right of the State in case of ultra vires acts 718
117
Waiver by the State
118
Introductory Shareholders right to sue on behalf of
122
The trust fund doctrine not recognized in England 123 Accrual of liability Remedy against company to be first exhausted
123
Exceptions to the foregoing rule
124
To whom the liability attaches a The registered holder
125
b The transferrers
126
Transfers to a man of straw do not relieve the transferrer
127
corporation
128
Transfers to the corporation itself when effective to relieve the transferrer
129
Registration of transfer necessary to relieve the transferrer
130
c Transferees
131
a Pledgees
132
e Legatees and distributees
133
f Bankrupts estates
134
g Decedents estates
135
b Trustees executors and administrators
136
i Agents
137
j Infants
138
k Married women
139
Priority between creditors
140
Contribution between members
141
Effect of increase and reduction of the capital stock
142
The remedies for ultra vires acts 721
146
an inspection
152
94
159
The same subject continued Preliminary expenses 161 The same subject continued Incorporation of partnerships
161
b From illegal and irregular incorporation
162
c From fraud
163
d From migration of corporation
164
e From continuance of business after dissolution
165
f From purchase of corporate property and franchises
166
Jointstock companies
167
Voluntary associations a When treated as partnerships
168
b No liability from the mere fact of membership
169
c Liability dependent upon pledging of personal credit
170
d Degree of authorization
171
e General and special agency
172
Social clubs
173
Mutual benefit societies
174
Of the members remedy for unlawful expulsion
175
The remedy within the association to be exhausted before application to the court
176
Ipso facto termination of membership
177
Limited partnerships
178
Suspension Page 169 170 170 172 173
179
CHAPTER VI
180
Valid and void conditions 868
181
474
187
c Variance from original purpose of incorporation
199
d Secret concessions to other members
202
The presidents power to contract for the company
203
Necessarily incidental powers of the president
204
The same subject continued
205
e Mismanagement of corporate affairs
206
Railway presidents
207
f Delay in prosecuting the purpose of the undertaking
208
Of general managers and superintendents
209
Authority of general manager to engage legal and medical
210
Recovery of deposits upon abandonment of the undertaking
211
Effect of withdrawal upon liability to corporate creditors a The American rule
212
b The English rule
214
Page
220
800
240
253
253
260
260
The corporation as a party defendant 703 Statutory liability a Parties plaintiff 704 b Parties defendant
263
CHAPTER VIII
264
Page 267
269
270
270
Construction of statutes
272
475
273
b Foreign corporations
275
c Penal statutes strictly local
276
Debts and liabilities construed
277
To the amount of their stock and to double the amount construed
278
Notice of meetings
279
Dissolution and failure construed 154 Proportional liability
280
The same subject continued National banks
281
Liability contingent upon the capital not being wholly
282
Notice to specify time place and purpose of meeting
283
Compelling attendance
284
services
285
Place of meeting to accept charters and to organize
286
Place of meeting of consolidated companies
287
Place of holding church meetings
288
Place of directors meetings
289
Estoppel from pleading illegality of the place of meeting
290
Time of meeting
291
Premature convening of meeting
292
Delay and postponement
293
Adjourned meetings
294
Minutes
295
Notice to agent notice to company
320
Scope of authority of officers and agents
321
Scope of authority determined by the bylaws and by custom
322
Necessarily incidental powers
323
Authority to issue negotiable paper
324
Authority of certain minor officers and agents
325
Authority of promoters
327
Misrepresentations of officers and agents
328
Unauthorized acts of officers and agents a In general 194 b Ratification by the corporation
331
c Ratification by directors and other officers
332
Ratification by acquiescence
334
Ratification by acceptance of benefits
335
Status of interState consolidated companies
336
Ratification of acts of promoters
337
Powers and duties of interState companies 338 Dissolution of old companies
338
The same subject continued
339
Enforcement of its promoters contracts by the corporation dependent upon ratification 200 Of the compensation of officers and agents
340
Public rights and duties of the new company
341
paid in 157 Debts due laborers and employees 168 The same subject continued
342
205
345
Pending suits
346
Judgment against the new company 348 Debts of the old companies
348
Mortgage debts and liens
349
Contractual obligations
350
Status of holders of the old stock
351
Exchange of new stock for
352
206
353
Consent a question of fact
354
208
355
Enjoining unauthorized consolidations
356
Venue
359
211
360
212
361
The treasurers authority to borrow and give security
362
214
363
Of the secretary 216 Of pastors of churches 859 860 861 862
366
CHAPTER VII
368
529
372
Service of corporations
374
Introductory Citizenship
375
318
376
319
379
Members precluded from questioning judgment against
382
321
383
Injuries to the person 789
385
Shareholders control of the directors
387
Directors de facto
389
The same subject continued 235 Directors entitled to remuneration for extra services only
390
325
392
The fiduciary position of promoters 894
394
The same subject continued
395
Of sales of property to corporations by promoters
396
Fiduciary position of directors a Toward the corporation 897
397
b Toward corporate creditors
398
Contracts between directors and the company voidable
399
The same subject illustrated
403
Incidental powers of railwaysa To run steamboats
404
Secret profits
405
c Connected business that is not allowable
406
Directors entitled to security for loans to the company
407
e Traffic arrangements
408
Dealings by directors in the companys bonds and stock
409
Contracts between companies having directors in common
410
Consummation of fraudulent contracts may be enjoined
411
Restrictions
412
CHAPTER XIV
413
480
414
Ability and honesty required
415
Liability upon contracts
416
Mistakes of law
417
Citizenship
418
The same subject continued
419
Joint and several liability
420
To whom liable a In general
421
Introductory 422 Ultra vires as a defense
422
b To the corporation
423
Defense by a corporation which has received benefits 424 Defense against a corporation which has given benefits
424
c To creditors
425
Ultra vires contracts executory only
426
Liability for debts of the company
427
For what debts liable
428
The right to restrain ultra vires acts
429
For false reports
430
For failure to make reports
431
For acts of appointees
432
How liability is fixed
434
Procedure to enforce liability
436
Contribution
438
Liability of officers other than directors
439
Liability of officers upon contracts
441
Provisions of the New York Penal Code
443
Procuring withdrawal of opposition to charter
445
Promoters liability on failure of scheme
447
Liability of directors and promoters for false prospectuses The English Act of 1890
448
285
452
Called or special meetings
455
Qualifications of voters a In general
456
482
457
b Trustees executors etc Trustees for the company itself
458
Stockholders right to subscribe to new stock
473
The same subject continued
474
Liability of holders of the new shares
475
Liability upon new shares issued as a bonus
476
Increase by stock dividends
477
The power to issue stock dividends
478
Prohibitions of stock dividends
479
Reduction of capital stock a Authority necessary
480
b By purchase of shares
481
c By refunding
482
Loss of property not a reduction of capital stock
483
Liability of shareholders after reduction
484
Irregularly issued stock How far valid
485
The same subject continued
486
False certificates
487
Forged certificates
488
Liability for fraudulent issue
489
Overissued stock
490
Fraudulently overissued stock invalid
491
Ultra vires mortgages
491
Personal liability of corporate agents overissuing stock
492
Measure of damages for overissuing stock
493
Liability of holders of overissued stock a In general
494
Failure to call meetings or to hold valid elections
495
Eligibility
496
Cumulative voting
497
Judicial review of elections
498
Validity of preferred stock
499
Proxies
500
Voting trusts Combinations among shareholders
501
The same subject continued
502
c Arrears
503
The same subject continued The Reading Voting Trust 307 The same subject continued The Wisconsin Central Voting Trust
505
Preferred stock deferred to debts
506
CHAPTER XVI
507
Exchanging common for preferred stock
508
Special stock
509
Repugnancy to the law of the land a The general rule 313 b Meaning of repugnancy to the law 314 c Against public policy In general restraint of tr...
510
Construction of contracts
511
Preliminary contracts 513 Signing articles of association
513
535
520
329
529
331
539
332
540
335
543
842
552
514
554
What kind of property may be accepted
558
Overvaluation
559
Presumption of fraud from gross overvaluation
560
Payment of less than
561
Acceptance of less than par constructive fraud
562
Statutory and constitutional provisions construed
563
706
564
Payment by instalments Calls
565
Calls continued
566
Delegation of authority
567
Calls by the court
568
The same subject continued Limitation
569
Payment of calls after transfer
570
Notice of calls
571
Place and time for payment
572
Irregularities in calls AcquiescenceEstoppel
573
Tender of certificates
574
515
575
Defenses to actions upon calls a In general
576
b Infancy
577
c Accommodation subscription
578
d Bankruptcy of shareholder
579
e Setoff
580
517
581
Calls after consolidation
582
Pleading and practice
583
The companys remedy upon unpaid calls
584
The same subject continued 686
585
Notice of forfeiture
586
Method of forfeiture
587
The companys claim for deficiency
588
The shareholders remedies Page 912 914 915 915 918 920 921 923 925 927 927 929 929 929 930 931 932 932 933 934 936 937 939 940 942
589
Assessments upon shareholders Page
590
Assessments upon members of voluntary associations
591
Lease of franchises
592
In whom the power is vested
593
Notice
594
Penalty for nonpayment
595
707
596
Pleading and practice 944 945 946 947 947 948 950 950
597
Line between the liability of lessor and lessee 697
599
CHAPTER XIX
606
Distinction between capital and capital stock 761
609
1866
611
CHAPTER XXXI
613
713
623
O 0
626
682
628
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Common terms and phrases

Popular passages

Page 54 - Property does become clothed with a public interest when used in a manner to make it of public consequence, and affect the community at large. When, therefore, one devotes his property to a use in which the public has an interest, he, in effect, grants to the public an interest in that use, and must submit to be controlled by the public for the common good, to the extent of the interest he has thus created.
Page 133 - ... liable as a stockholder accordingly, and the estates and funds in the hands of such executor, administrator, guardian or trustee, shall be liable in like manner, and to the same extent as the testator or intestate, or the ward or person interested in such trust...
Page cxc - It is chiefly for the purpose of clothing bodies of men in succession with these qualities and capacities that corporations were invented and are in use. By these means, a perpetual succession of individuals are capable of acting for the promotion of the particular object, like one immortal being.
Page cxc - Among the most important are immortality, and, if the expression may be allowed, individuality; properties by which a perpetual succession of many persons are considered as the same, and may act as a single individual.
Page 427 - To divide, withdraw, or in any manner pay to the stockholders, or any of them, any part of the capital stock of the corporation ; or to reduce such capital stock without the consent of the legislature ; or 3.
Page 253 - The shareholders or stockholders of every banking or insurance corporation or association shall be held individually responsible, equally and ratably, and not one for another, for all contracts, debts, and engagements of such corporation or association, to the extent of the amount of their stock therein, at the par value thereof, in addition to the amount invested in such shares or stock.
Page 481 - ... to be elected, or to cumulate said shares, and give one candidate as many votes as the number of directors multiplied by the number of his shares of stock shall equal, or to distribute them, on the same principle, among as many candidates as he shall think fit...
Page clxxxix - A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law. it possesses only those properties which the charter of its creation confers upon it, either expressly, or as incidental to its very existence.
Page 557 - The court may fill any vacancy in the board of appraisers occurring by refusal or neglect to serve or otherwise. The appraisers shall meet at the time and place designated, and they or any two of them, after being duly sworn honestly and faithfully to discharge their duties, shall estimate and certify the value of such stock at the time of such dissent...
Page 76 - ... weeks previous to the day fixed upon' for holding 'such meeting, specifying the object of the meeting, the time and place when and where such meeting shall be held, and the amount to which it shall be proposed to increase or diminish the capital...

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