Cyclopedia of the Law of Private Corporations, Τόμος 7

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Περιεχόμενα

Voluntary liquidation
7388
Joinder of causes of action
7397
Excuses for failure to exhaust remedies against corporation
7405
Sufficiency and validity of judgment execution and return
7411
Application of the statute of limitationsGeneral principles
7429
Interruption or tolling of statute
7446
Liability of estates of deceased stockholders
7447
Liability of stockholders in national banks
7449
Extension or reduction of time by the legislature
7451
Conflict of laws
7452
Laches
7455
Setoff of debts due to stockholders
7456
Priority as between creditors distribution
7462
Enforcing liability in other statesGeneral principles
7463
Where a special remedy is prescribed by the statute
7473
Method of enforcing liability in other states
7475
Pleading and proof
7484
Conclusiveness of judgment or assessment
7486
Right of receivers etc to sue in foreign state
7489
4254 Discharge of stockholders waiver release and paymentScope
7494
Release of individual stockholders
7496
Effect of taking guaranty from stockholders
7497
Payment by or release of corporation
7498
Release by corporation
7499
Payments by stockholders
7500
Recovery of judgment against stockholder
7505
Insolvency or bankruptcy proceedings with respect to the corpora tion
7506
Insolvency or bankruptcy proceedings with respect to stockholder
7509
Contribution among stockholders
7511
Subrogation
7515
4268 Recovery of voluntary payments
7517
Right to levy assessments generally
7518
Power conferred by agreement or consent
7521
Power conferred by charter or statute
7523
Purpose and amount of assessment conditions precedent
7528
Persons liable rights and liabilities of pledgees agents and trustees
7531
Mode of levying assessments equality
7533
Enforcement of assessments forfeiture
7536
Estoppel of stockholders acquiescence
7541
Remedies in case of unauthorized or irregular assessments or for feitures
7542
Contracts that stock shall be nonassessable
7544
INDIVIDUAL LIABILITY AND RIGHTS ON FAILURE TO INCORPORATE 4280 Scope of subdivision
7545
Liability to third persons generally
7546
CHAPTER 57
7562
CONSTITUTIONAL LIMITATIONS ON AMENDMENT OR REPEAL
7568
Of the contract between the corporation and its stockholders
7575
Legislation changing or affecting remedies
7581
Corporations affected
7591
Conditional power
7597
Extent of reserved power to alter or amendIn general
7604
Arbitrary and unreasonable amendments
7610
Corporate reports
7616
By courts
7627
ACCEPTANCE OF AMENDMENT
7635
AmendmentEffect in general
7641
Grant of special charter
7642
Presumptions as to validity of amendment or repeal intent to repeal
7643
Estoppel and laches as to amendment and acceptance
7645
Enjoining illegal amendments
7647
PAGE
7648
CHAPTER 58
7653
General view of the situation
7654
Corporation considered as aggregation of individuals for purpose of regulation
7655
Police power in general
7656
Police power as applicable to corporationsIn general
7657
Growth and expansion of the police power
7658
Limitations upon the power to regulate public service companies
7659
Grant of special franchise to use streets or contract as affecting police power
7660
Constitutional limitations
7661
WHO MAY EXERCISE THE POWER 4367 In general 100
7662
Interstate Commerce Commission
7664
State legislatureIn general
7665
Power to delegate authority
7666
III CORPORATIONS SUBJECT TO REGULATION 4375 General rules
7667
Insurance companies
7670
Power to regulate not confined to corporations whose business is affected with a public interest
7671
Corporations subject to jurisdiction of public service commissions
7672
General considerations
7674
Conflict of jurisdiction as between public service commission
7680
Illustrations of rules
7686
Power to revoke exclusive franchise
7692
Regulations of railroad companies
7704
8428
7705
Regulations of banks
7710
Requiring consent of board or commission to issuance of stock
7713
Requiring extensions of service
7719
License feesIn general
7727
Application of rules to particular corporations
7735
Requiring stopping of trains at stations
7743
Requiring signals or flagmen
7749
Regulations as to poles and wires
7755
Requiring physical connection of lines
7761
Regulation of insurance companies
7764
Power as extending to increasing as well as reducing rates
7770
Penalties for violation of rate laws
7776
Regulating rates outside municipality
7785
As dependent upon power of municipality to make contract as
7794
Effect of reservation of right to regulate rates
7800
Franchise as constituting an actual contract as to rates
7805
Power of municipality to change rate as distinguished from power of state
7809
Right of corporation or commission to increase rates
7811
Regulations as impairing contracts between corporation and third person
7813
Waiver or abandonment of contract rights
7814
Discrimination in Rates 8 4498 General considerations
7815
Rate as discriminatory although reasonable
7817
Different rates for individual consumers and municipality
7818
Free or reduced rates for particular passengersIn general
7819
Excursion rates
7820
Reduced rates for school children or those under certain age
7821
Forbidding issuance of free passes
7822
Prohibiting corporation from collecting less than rates fixed
7823
Power of state to abrogate discriminatory contract made by public service company
7824
Effect of incorporation after enactment of rate regulation
7827
Nature of company as important
7829
Reasonableness of freight rates on particular commodities
7830
Statement of rule
7831
Circumstances justifying rate producing no profit or very small profit
7832
What constitutes value of service to patron or consumer
7834
Reasonableness of return as a whole
7835
Reasonableness as affected by comparison with rates of other com panies or in other localities
7838
Probable increase of business from decrease in rates
7839
Methods of valuation in general
7840
Present value as testGeneral rule
7842
4532 What constitutes value in general
7843
Valuation for taxation
7847
Value of property not used
7848
Par or market value of stock and bonds
7851
Value as going concern as item
7852
Deduction for depreciation
7861
Value of property employed in intrastate as distinguished from in terstate business
7862
Overhead charges
7864
Cost of next available substitutional system
7865
Operating expensesIn general
7867
Depreciation fund
7868
Rate of return to which corporation entitled
7872
PROCEDURE CONNECTED WITH REGULATIONS AND REVIEW THEREOF 4549 General considerations
7877
Procedure relating to enactment of regulation
7878
Procedure before commissionIn general
7879
Notice and hearing
7880
Conclusiveness of expert evidence
7883
4556 Definiteness of orders
7884
Power to review
7885
Compliance with conditions precedent
7887
Presumptions and burden of proof
7888
Introduction of new evidence
7891
Scope of review and grounds for attack
7892
Separable provisions
7902
Injunction suits
7903
Statutory action
7905
Appeals
7906
Certiorari
7909
Writ of prohibition
7910
Proceedings maintainable by individual consumer or patron
7911
Definition of tax power to tax in general
7912
Exactions under police power
7923
Equality and uniformityIn general
7930
Classification
7939
Due process of lawIn general
7953
Relative state and federal powers
7971
Regulation of interstate or foreign commerceIn general
7980
Property taxes
7989
Double taxationValidity
8018
Existence
8024
Bonds etc of United States
8032
National banks
8040
Telegraph companies
8047
Corporations existing in two or more states
8054
4603 Other moneyed capital in the hands of individual citiz
8060
Corporate franchises and privileges
8067
Capital stock
8079
Back taxes V
8153
Collection of taxes 20
8158
Remedies for illegal taxation
8159
OF THE STOCK SHAREHOLDERS AND BONDHOLDERS 4620 Taxation of sharesIn general
8172
National bank shares
8177
Situs of shares of stock in general
8182
Nonresidentowned shares in domestic corporations
8184
Residentowned shares in foreign corporations
8185
National bank shares
8195
Assessment and valuation
8198
Remedies for illegal tax or assessment
8201
EXEMPTIONS FROM TAXATION 4630 In general
8204
Constitutional exemption
8205
When constitutional prohibition exists
8210
Consideration for grant of exemption
8214
Grant of exemption as bounty
8215
Impairment of contract of exemptionIn general
8217
Reservation of power to alter amend or repeal
8220
Necessity that grant be express
8223
Construction of exemption in general
8232
Corporations entitled to exemption
8233
Property included in exemptionIn general
8242
Use of property
8245
Exemption of stock or capital stock as exemption of property
8252
Exemption of shares of stock as exemption of capital stock franchises and property of corporation
8255
Exemption of property or capital stock as exemption of shares of stock
8256
Taxes included in exemption
8258
Duration of exemption
8259
Transfer of exemption
8262
Effect of consolidation or merger
8267
Abandonment surrender or waiver of exemption
8271
PRIVILEGE TAXES LICENSES AND INCORPORATION AND STOCKINCREASE FEES 4651 Privilege taxes and licenses
8273
Incorporation and stockincrease fees
8278
Nature and validity of tax in general
8280
Residentowned stock in foreign corporations
8287
FEDERAL TAX ON CORPORATION INCOME AND PROFITS
8294
RIGHTS AND LIABILITIES OF ASSENTING STOCKHOLDERS PAGE
8299
Nature of combination and scope of chapter OJUI
8301
Reorganization
8308
Power of legislature
8314
Statutory prohibitionsIn general
8321
A 4684 Withdrawal or impairment of authority
8325
Consent of stockholders
8326
Consent of creditors A
8329
Power of de facto corporations to consolidate
8330
PROCEDURE TO EFFECT CONSOLIDATION 4688 General rules
8331
Substantial compliance with statute
8332
Contents of the articles or agreement
8334
Construction of articles or agreement
8335
Authentication of agreement
8336
Payment of incorporation fees
8337
Election of officers
8339
Consolidation as creating new companyGeneral rule
8340
As dependent upon intention of parties
8342
Duration of corporate existence
8343
Where attempted consolidation is ineffectual
8344
Continuance of constituent companies for particular purposes
8345
Transfer of property without consolidation or merger
8347
In case of consolidation
8349
As dependent on laws in force at time of consolidation
8351
Title to property
8352
Contracts and claims of consolidating corporations
8353
Subscriptions to stock
8355
Power of new corporation to execute trusts conferred on constituent companies
8356
Exemptions and immunities as passing to new companyIn general
8358
Exemptions of officers and stockholders as distinguished from exemptions of corporations
8360
Effect of constitutional limitations and provisions
8361
Effect of reservation of power to alter or repeal charters
8362
Privilege or exemption enjoyed by only one corporation
8363
Exemption from taxation
8364
Rate exemptions
8366
DEBTS LIABILITIES AND BURDENS 4729 General considerations
8368
Liens and obligations running with the propertyIn general
8369
Obligations and covenants running with the property
8370
Consolidation or agreement to assume liabilities as creating lien
8371
Unrecorded mortgages
8372
Priorities
8373
Statutes continuing existence of constituent companies
8377
Effect of taking judgment against constituent company
8378
Changing statutory liability by agreement
8379
Necessity for writing
8380
Debts or liabilities included
8381
Effect on rights of creditors
8383
Where new corporation created by consolidationIn general
8384
Liability for torts
8386
Liability as limited to value of property received 4749 Effect of taking renewal notes
8387
In case of statutory merger
8388
Liability for torts
8392
Fraud in general
8393
Where transferee takes with notice of claims
8396
Property as subject to equitable lien
8400
Liability as limited to value of property received
8401
In case identity of corporation is unchanged
8402
In case of lease of all the property
8403
In general
8404
Rights as dependent upon statute and consolidation agreementGen eral rule
8405
Agreement to exchange stock
8407
Prior rights as to dividends iii
8408
Distribution of stock as dividend
8409
Liability on subscription to stock
8410
Rights of third persons
8411
Rights of consenting stockholdersIn general
8412
Recovery by stockholder of stock delivered under illegal contract
8414
Rights of constituent companies
8415
DE FACTO CONSOLIDATED CORPORATIONS rule 4785 General rule
8416
Attempted consolidation as a dissolution
8417
Power to enforce subscriptions to stock
8419
Grounds for enjoining or setting consolidation asideGeneral rule
8420
Effect of delay in suing
8422
Jurisdiction parties and procedure in actions to prevent or set aside consolidation
8424
Rights against consolidated companyIn general
8425
Statutory proceedings for appraisement of value of stock
8427
REMEDIES AND PROCEDURE RELATING TO ACTIONS BY OR AGAINST
8428
Pleading
8435
Evidence of consolidation and presumptions in favor of
8441
Power to transact business in each of statesIn general
8449
Jurisdiction of courts over actionsGeneral rules
8456
Right of mortgage trustee to purchase as representative of the bond
8463
CHAPTER 61
8465
Reorganizations as favored by the courts 3471
8471
Where original company illegally or ineffectually created
8478
Legality of such reorganization agreement
8484
Where transfer is not in good faith
8496
Change of state bank into national bankStatutory authority
8502
Contents in general
8506
Evidence of agreement
8514
WHAT CONSTITUTES JOINDER IN REORGANIZATION AGREEMENT AND EFFECT
8521
Right to rescind
8525
Rights of participating bondholders in and to property bought in for their benefit
8526
Acceptance of new securities as satisfaction of claims of recipients
8527
Distribution of securities of new company
8529
Powers rights and dutiesIn general
8530
Power to construe reorganization agreement
8532
Organization of new company in sister state
8533
Right to intervene in foreclosure suit
8534
Duty to adopt plan of reorganization before sale in foreclosure suit
8535
Contracts of committee as binding upon bondholders
8536
Compensation and expenses
8538
RIGHTS OF STOCKHOLDERS 4928 In general
8540
4930 Purchase by stockholders who are directors or other officers
8541
Right to participate in reorganizationIn general
8543
Rights of nonassenting stockholders where reorganization is not connected with judicial or execution sale
8545
Right of one bondholder to exclude other bondholders from benefit of mortgage
8546
Right to purchase at judicial sale either singly or by combination In general
8547
Right of bondholders or creditors to combine to purchase
8548
Right to pay bid in bonds
8551
Rights of bondholder given opportunity to participate in purchase
8557
Effect of value of property being less than face of mortgage
8563
Amendment of charter as creating new corporationIn general 8569
8569
Contracts of old company as continuing in favor of new company
8576
Effect of statutes in existence at time of reorganization
8578
Exemption from rate regulation
8579
Exemption from taxation
8580
Duty to issue or deliver stock
8581
4979 Rights of new company against its promoters
8583
Express assumption of debtsIn general 8585
8585
Liability for breach of agreement with creditors of old company
8586
Transfer as fraudulent as to creditors of old company
8590
Contracts of old company as binding on new company
8591
Liability for torts of old company
8592
Effect of identity of name of two companies
8595
Liability as imposed by statute
8597
Liability imposed by decree
8598
Liability for torts
8599
Where judicial sale is fraudulent
8600
Remedy as at law or in equity
8601
LACHES AS BARRING RIGHT TO ATTACK 5001 General rule
8602
Excusable delay
8603
New corporation
8604
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Δημοφιλή αποσπάσματα

Σελίδα 7766 - 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.
Σελίδα 7362 - ... shall be held individually responsible, equally and ratably, and not one for another, for all contracts, debts, and engagements of such 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...
Σελίδα 7984 - We have repeatedly held that no State has the right to lay a tax on interstate commerce in any form, whether by way of duties laid on the transportation of the subjects of that commerce, or on the receipts derived from that transportation, or on the occupation or business of carrying it on, for the reason that such taxation is a burden on that commerce, and amounts to a regulation of it, which belongs solely to Congress.
Σελίδα 8029 - If the states may tax one instrument employed by the government in the execution of its powers, they may tax any and every other instrument. They may tax the mail; they may tax the mint; they may tax patent rights; they may tax the papers of the custom-house; they may tax judicial process; they may tax all the means employed by the government, to an excess which would defeat all the ends of government.
Σελίδα 7871 - Before coming to the question of profit at all the company is entitled to earn a sufficient sum annually to provide not only for current repairs but for making good the depreciation and replacing the parts of the property when they come to the end of their life.
Σελίδα 8028 - The result is a conviction that the States have no power, by taxation or otherwise, to retard, impede, burden, or in any manner control, the operations of the constitutional laws enacted by Congress to carry into execution the powers vested in the general government.
Σελίδα 7956 - ... due process of law,' but if found to be arbitrary, oppressive, and unjust, it may be declared to be not 'due process of law.
Σελίδα 7947 - While reasonable classification is permitted, without doing violence to the equal protection of the laws, such classification must be based upon some real and substantial distinction, bearing a reasonable and just relation to the things in respect to which such classification is imposed; and classification cannot be arbitrarily made without any substantial basis.
Σελίδα 7845 - And in order to ascertain that value, the original cost of construction, the amount expended in permanent improvements, the amount and market value of its bonds and stock, the present as compared with the original cost of construction, the probable earning capacity of the property under particular rates prescribed by statute, and the sum required to meet operating expenses, are all matters for consideration, and are to be given such weight as may be just and right in each case.
Σελίδα 7940 - Amendment, that no state shall deny to any person within its jurisdiction the equal protection of the laws, was not intended to prevent a state from adjusting its system of taxation in all proper and reasonable ways. It may, if it chooses, exempt certain classes of property from any taxation at all, such as churches, libraries, and the property of charitable institutions. It may impose different specific taxes upon different trades nnd professions, and may vary the rates of excise upon various products.

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