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

Front Cover
T. H. Flood & Company, 1891 - Corporation law

From inside the book

Contents

1285
lxii
680
lxxii
Acquiescence and delay
lxxiii
Whether the remedy in equity is exclusive
lxxviii
Introductory Citizenship
lxxxiv
770
lxxxvi
1124
lxxxix
Compensation of the president
xci
772
xcii
Introductory
xciv
1127
xcv
Negotiability of bonds and coupons
xcvii
Fraud in procuring subscription
ci
CHAPTER XXXIII
cvi
Payment by instalments Calls
cvii
787
cix
The same subject continued Doing business construed
cxv
1135
cxvii
Alteration of the numbers of bonds
cxxiv
Binding effect of the decree
cxxvi
692
cxxx
1028
cxxxi
Mortgages of income
cxxxiii
860
cxxxiv
b Gross receipts
cxxxv
Coupons as instruments sui generis
cxxxix
Grounds for refusing registration
cxliii
NEGOTIATION OF STOCK AND BONDS AND HEREIN OF COUPONS AND RECEIV
cl
Bridge companies
cli
861
clvi
1217
clviii
1222
clxvii
ACTIONS BY AND AGAINST VOLUNTARY ASSOCIATIONS
clxviii
b The transferrers statutory liability
clxxix
788
clxxxi
Suits by members
clxxxv
INTRODUCTORY OF THE CREATION OF THE CORPORATION
1
Creation by implication
7
General enabling acts
13
acts
19
Of the distinction between a franchise and a license
21
Bills in equity
22
Of defective incorporation
25
The same subject continued
29
Sundry examples of the exercise of the police power
52
Quasipublic corporations a In general 1301
54
Of statutes creating a new or modifying or abolishing an
59
Forgery or fraud
60
CHAPTER III
65
Of the consent of the corporationThe power of the
75
Amendment of articles of association
81
Judicial and legislative inquiry distinguished
87
The fact of forfeiture not to be collaterally tried
94
f Transmitters of stock quotations 1309
96
Limits of the power to regulate 1310
97
Of trust agreements as a ground of forfeiture
104
The same subject continued 1313
105
The same subject continued
110
Actual or prospective injury to the public to be proven
116
The CottonSeed Oil Trust 1334
125
Membership not dependent upon possession of certificate
127
What corporations may have the power
129
66
133
TORTS AND CRIMES
139
Of the quasitrust relation between members
140
CHAPTER XLII
143
Direct participation in corporate management not an inci
147
Peculiar rights and privileges incident to membership
155
440 Introductory
159
Mandamus to compel calls
170
CHAPTER VI
180
122
183
The same subject continued
186
105
193
107
199
e Mismanagement of corporate affairs
206
Authority of general manager to engage legal and medical
210
The trust fund doctrine not recognized in England
216
ACTIONS BY AND AGAINST CORPORATIONS Page
220
Distribution of assets among shareholders
224
The same subject continued
238
Of sales of property to corporations by promoters 395 396
239
Fiduciary position of directors a Toward the corporation
240
b Toward corporate creditors
241
127
242
The same subject illustrated
243
Secret profits
244
Directors entitled to security for loans to the company
245
Dealings by directors in the companys bonds and stock
246
Contracts between companies having directors in common
247
Consummation of fraudulent contracts may be enjoined
248
Introductory 399 403
249
410
250
Mistakes of
252
e Legatees and distributees
253
Joint and several liability 415 416 417
254
To whom liable a In general
255
b To the corporation
256
c To creditors
257
Liability for debts of the company
258
CHAPTER IX
270
bers
273
Power of the majority a In companies having capital
277
417
278
153
280
PARTNERSHIP LIABILITY OF MEMBERS Page 159 Liability of membersa From acts prior to incorporation
287
The same subject continued Incorporation of partnerships
291
b From illegal and irregular incorporation
293
c From fraud
296
d From migration of corporation
297
e From continuance of business after dissolution
299
Voluntary associations a When treated as partnerships
301
b No liability from the mere fact of membership
303
c Liability dependent upon pledging of personal credit
304
d Degree of authorization
305
Social clubs
306
Mutual benefit societies
307
Lodges
308
Stockexchanges
309
Political associations and campaign committees
310
Costbook mining companies
311
Cartrust associations
312
CHAPTER X
315
Officers de facto
317
Terms of office
318
Amotion from office
319
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 agentsa In general
329
b Ratification by the corporation
331
c Ratification by directors and other officers
332
Ratification by acquiescence
334
Ratification by acceptance of benefits
335
Ratification of acts of promoters
337
Enforcement of its promoters contracts by the corporation dependent upon ratification
340
The same subject continued Compensation of promoters
342
e Setoff
349
Venue 1355
359
Admissions and representations of general managers
360
Of pastors of churches
366
582
369
Directors of companies having capital stock must be share
372
Supplying vacancies in the board of directors
379
How far directors may delegate their powers
385
CHAPTER XIII
392
Public property taken by eminent domain
400
Introductory
411
Comity
417
Respondeat superior
418
Defense by a corporation which has received benefits
423
Acts ultra vires because of a particular purpose
427
Scope of authority
441
Provisions of the New York Penal Code
443
Procuring withdrawal of opposition to charter
445
Promoters liability on failure of scheme 445
447
Liability of directors and promoters for false prospectuses The English Act of 1890
448
282
452
Malicious prosecution a In general
453
452
455
Trespass quare clausum
457
itself
458
587
464
Whether directors may act under the enabling statute
472
Stockholders right to subscribe to new stock
474
Place of holding church meetings
480
294
486
False certificates
487
298
491
Personal liability of corporate agents overissuing stock
492
301
497
Statutory authority
498
CHAPTER XVI
510
Application allotment of notice
514
Limitation of the amount of a single subscription
520
Amendment and repeal
524
Municipal subscriptions as affected by consolidation
526
Conditions precedent
532
Irregular subscriptions Variation from statutory form
544
Status of interState consolidated companies
547
Rights of consolidated companies
553
The same subject continued
561
349
567
Place and time for payment
572
Consent of shareholders
573
356
579
Liability of the lessee
581
The companys claim for deficiency
588
Actions to compel declaration of dividends
602
CHAPTER XIX
606
Averments necessary in suits by corporations 1357
609
Introductory
612
Specific performance
624
Copyright

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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 425 - 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 479 - ... 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 555 - 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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