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CORPORATION LAW

GOVERNING ORDINARY BUSINESS

CORPORATIONS

AS CONTAINED IN THE CODES AND OTHER STATUTORY LAW;
DECISIONS OF THE SUPREME COURT REPORTED IN VOLS.
1 TO 170, INCLUSIVE; OF THE DISTRICT COURTS OF
APPEAL REPORTED IN VOLS. 1 TO 28, INCLUSIVE,
AND OF BOTH IN VOLS. 1 TO 7, INCLUSIVE,

OF CALIFORNIA UNREPORTED CASES

WITH FORMS

BY

FABIUS M. CLARKE
OF THE SAN FRANCISCO BAR

SAN FRANCISCO
BENDER-MOSS COMPANY
LAW PUBLISHERS AND BOOKSELLERS

COPYRIGHT, 1916
BY FABIUS M. CLARKE

355853

WILLIAMS PRINTING COMPANY

INDEPENDENT PRESSROOM

PREFACE

This book grew out of the author's needs in his own practice. The corporation laws of California are so unlike those of eastern states, that even extensive knowledge of the laws of those states is of but little value in corporation matters here. This is shown by the infrequent citation by our appellate courts of decisions from other states.

What is found to be so much needed by California lawyers is, not a work covering the subject generally and drawn from the entire field of the law, but one which deals solely with California law—the great body of the general law on this subject is fully covered in the monumental works of Thompson, Cook, Clark & Marshall, and others. Nor has the author found works on any topic which cover a dozen western states at all satisfactory as a working tool in California; the statutes and the decisions of the states differ in so many important particulars that we are usually led by them into by-ways which end nowhere, or into positive error, so far as California is concerned.

If there is no California decision on a point or principle no mention of the point is made herein; for such things the reader is referred to the great works men. tioned. In short, it is California law, pure and simple; what the reader finds is the law here; a certainty so necessary to the busy practitioner in this state.

Nor is any rule of selection adopted; it is enough that the point has been contested and that the appellate courts have been called upon to settle it, and have deemed it of enough importance to express their opinion upon it. This will account for a number of cases

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