Cyclopedia of the Law of Private Corporations, Τόμος 7

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Περιεχόμενα

4217 Remedy prescribed by statute
7352
Actions at law and suits in equity
7355
Concurrent remedies at law and in equity
7365
4220 Bill for discovery
7368
Attachment garnishment
7372
Assessment by court
7373
Page
7375
4224 Assessment by public officer
7378
Liability of shareholders in national banksInvoluntary liquida tion
7381
4226 Voluntary liquidation
7387
PartiesIn actions at law
7389
4228 In suits in equity
7391
Joinder of causes of action
7397
4230 Discontinuance of suit
7398
Excuses for failure to exhaust remedies against corporation
7405
Sufficiency and validity of judgment execution and return
7411
Requirement of action against the corporation within a limited time
7414
4235 Requirement of demand upon corporation
7415
Conclusiveness of judgment against corporation as against stock holders
7416
Conclusiveness of order or decree assessing stockholders
7422
Application of the statute of limitationsGeneral principles
7429
Accrual of right of action and running of the statute
7434
4240 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
4246 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
7484
7484
Conclusiveness of judgment or assessment
7486
Right of receivers etc to sue in foreign state
7489
Discharge of stockholders waiver release ami 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
4261 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 respert to stockholder
7509
Contribution among stockholders
7511
Subrogation
7515
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
AMOUNT OF CAPITAL STOCK AN INCREASE AND REDUCTION THEREOF See
7524
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
Priv Corp 1
7537
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
Statutory liability
7558
Members as partners inter se
7559
4284 Bights of associates as individuals
7560
CHAPTER 57
7564
4287 Power of legislature to amend or repeal in general
7565
4288 Powers of Congress
7567
CONSTITUTIONAL LIMITATIONS ON AMENDMENT OR REPEAL 4289 On powers of Congress
7568
Contract rights of corporations under general laws
7572
What constitutes an impairment of the obligations of contractsIn general
7573
4294 Of the contract between the corporation and its stockholders
7575
Of the contracts between the corporation and third persons
7576
4296 Of the contracts of public service corporations
7578
Legislation changing or affecting remedies
7581
4298 Waiver of objection as to impairment of contract obligation
7583
RESERVATION Of POWER TO ALTER AMEND OR REPEAL 4299 In general
7584
Constitutional and statutory provision 1In general
7585
4301 Requirement of twothirds vote of legislature
7588
Effect of reservation of power upon legislative power
7589
Corporations affected
7591
4306 Effect of legislative grant of irrepealable charter
7592
4308 Extent of reserved powerIn general
7595
4309 Conditional power
7597
Illustrations of vested rights
7598
4312 Injustice to corporators prohibited
7600
4313 Extent of reserved power to repealIn general
7601
Conditional power of repeal
7602
4315 Extent of reserved power to alter or amendIn general
7604
Arbitrary and unreasonable amendments
7610
Estoppel and laches as to amendment and acceptance
7645
Page
7648
General view of the situation
7654
4365 Grant of special franchise to use streets or contract as affecting
7660
4375 General rules
7667
General considerations
7674
Notice to corporation as essential to due process
7697
PARTICULAR REGULATIONS OTHER THAN THOSE RELATING TO RATES
7712
Requiring consent of board or commission to issuance of Btock
7713
or by state
7731
4462 Regulation of insurance companies
7764
4463 Regulation of banks
7765
Power to regulate not dependent upon monopolistic character of business or upon grant of special privilege
7767
Power to regulate not confined to regulation of corporations
7768
Power to regulate not affected by failure to exercise power for long time
7769
Power as extending to increasing as well as reducing rates
7770
4471 Rates of municipal plants
7772
Power of municipality to contract as to rates
7773
Company as precluded from denying power to contract or reason ableness of rates
7775
Penalties for violation of rate laws
7776
State
7777
Public service commission
7779
Municipal corporationIn general
7780
Express power
7781
Particular delegations of power
7783
Regulating rates outside municipality
7785
Courts
7786
Regulation of Rates as Violating Constitutional Provisions 4485 Interference with interstate commerce
7787
4486 Due process of law
7788
Impairment of obligation of contractIn general
7790
As dependent upon power of state to make contract as to rates
7793
4490 As dependent upon power of municipality to make contract as to rates
7794
Page
7797
Effect of reservation of right to regulate rates
7800
Charter itself as contract precluding subsequent regulation of rates
7804
4493 Franchise as constituting an actual contract as to rates
7805
Power of municipality to change rate as distinguished from power of state
7809
4495 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 4498 General considerations
7815
4499 Rule as applicable to municipal plants
7817
4502 Different rates for individual consumers and municipality
7818
4506 Free or reduced rates for particular passengersIn general
7819
Excursion rates
7820
4511 Reduced rates for school children or those under certain age
7821
4513 Forbidding issuance of free passes
7822
4514 Prohibiting corporation from collecting less than rates fixed
7823
Power of state to abrogate discriminatory contract made by public service company
7824
4518 Matters to be considered
7827
4519 Effect of incorporation after enactment of rate regulation
7829
4521 Reasonableness of freight rates on particular commodities
7830
4523 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
4528 Probable increase of business from decrease in rates
7839
Methods of valuation in general
7840
Present value as testGeneral rule
7842
What constitutes value in general
7843
Valuation for taxation
7847
Value of property not used
7848
4536 Par or market value of stock and bonds
7851
4537 Value as going concern as item
7852
4538 Franchise as item of value
7855
4539 Goodwill as item of value
7860
4541 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
Till 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
Definiteness of orders
7884
Power to review
7885
Compliance with conditions precedent
7887
Presumptions and burden of proof
7888
4561 Introduction of new evidence
7891
Scope of review and grounds for attack
7892
4563 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
4574 Definition of tax power to tax in general
7914
4575 Exactions under police power
7923
4576 Power of taxation distinguished from power of eminent domain
7925
OF THE CORPORATION ITS PROPERTIES FRANCHISES AND BUSINESS 4577 Power to tax in general
7927
Equality and uniformityIn general
7930
Classification
7938
4589 Double taxationValidity
8018
Existence
8024
Federal agencies and agentsMCulloch v Maryland
8028
4592 Bonds etc of United States
8032
National banks
8038
4594 Railroad companies
8044
4595 Telegraph companies
8046
4596 Taxable corporationsForeign corporations
8048
4597 Corporations existing in two or more states
8054
4598 Exempt corporations
8055
4600 Mode of assessment
8057
Deduction of debts
8058
4602 Effect of exemptions
8059
4603 Other moneyed capital in the hands of individual citizens
8060
4604 Tangible property of corporation in general
8065
4605 Corporate franchises and privileges
8067
4606 Capital stock
8078
4607 Territorial limitations on power to tax
8094
4608 Delegation of taxing power 8103
8103
4609 Taxable situs and placeRealty
8108
4610 Personalty in general
8109
Credits
8115
4612 Property in transit
8124
Rolling stock
8131
Water rights and water power
8139
Or THE STOCK SHAREHOLDERS AND BONDHOLDERS
8172
National bank shares
8195
Bemedies for illegal tax or assessment
8201
PRIVILEGE TAXES LICENSES AND INCORPORATION AND STOCKINCREASE TEES
8273
4653 Nature and validity of tax in general
8280
4654 Residentowned stock in foreign corporations
8287
4656 Stock owned by nonresident in foreign corporation
8289
4658 Valuation
8293
FEDERAL TAX ON CORPORATION INCOME AND PROFITS 4659 Im general
8294
CHAPTER 60
8301
4661 What constitutes consolidationIn general
8302
4662 Merger distinguished from consolidation
8304
Reorganization
8308
4666 Mere purchase and sale of assets
8309
4667 Ownership or purchase of stock of another corporation
8311
4668 Leases
8312
POWER TO CONSOLIDATE OR MERGE 4670 General rule
8313
4671 Power of legislature
8314
Mode of conferring authority
8315
Necessity for power to be conferred on each of constituent companies
8316
4675 Consent of public service commission
8317
Statutes applicable only to particular kinds of corporations
8318
4678 Statutory prohibitionsIn general
8321
4679 Limitation as to number of constituent companies
8322
4681 Parallel or competing lines
8323
Imposing Conditions on power to consolidate
8325
Consent of stockholders
8326
Consent of creditors
8329
Power of de facto corporations to consolidate 8330
8330
PROCEDURE TO EFFECT CONSOLIDATION 4688 General rules
8331
4689 Substantial compliance with statute
8332
4691 Contents of the articles or agreement
8334
4692 Construction of articles or agreement
8335
4693 Authentication of agreement
8336
Payment of incorporation fees
8337
4696 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
4712 In case of consolidation
8349
4713 As dependent on laws in force at time of consolidation
8351
4714 Title to property
8352
4716 Contracts and claims of consolidating corporations
8353
4717 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
4724 Effect of constitutional limitations and provisions
8361
4725 Effect of reservation of power to alter or repeal charters
8362
4726 Privilege or exemption enjoyed by only one corporation
8363
Exemption from taxation
8364
Bate exemptions
8366
DEBTS LIABILITIES AND BURDENS 4729 General considerations
8368
4730 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
4733 Unrecorded mortgages
8372
4735 Priorities 8373
8373
Statutes continuing existence of constituent companies
8377
4738 Effect of taking judgment against constituent company
8378
4740 Changing statutory liability by agreement
8379
4742 Necessity for writing
8380
Debts or liabilities included
8381
4744 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
8387
4750 In case of statutory merger
8388
4752 Liability for torts
8392
4754 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
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
4783 Rights of constituent companies
8415
DE FACTO CONSOLIDATED CORPORATIONS 4785 General rule
8416
Attempted consolidation as a dissolution
8417
4789 Power to enforce subscriptions to stock
8419
4792 Grounds for enjoining or setting consolidation asideGeneral rule
8420
4794 Effect of delay in suing
8422
Jurisdiction parties and procedure in actions to prevent or set aside consolidation
8424
4796 Rights against consolidated companyIn general
8425
4799 Statutory proceedings for appraisement of value of stock
8427
Liability as enforceable at law or in equity
8432
General considerations
8442
HI THE REORGANIZATION AGREEMENT J1
8461
CHAPTER 61
8465
4835 Successors and succession
8467
Distinguished from mere change of name
8468
Distinguished from mere amendment of charter or extension or revival
8469
Reorganizations as favored by the courts
8471
Reorganization as ground for abatement of action
8474
Collateral attacks on reorganization
8476
Authority of directors as distinguished from stockholders
8477
Where original company illegally or ineffectually created or organized
8478
Methods of reorganizationIn general
8479
Readjustment of securities
8480
Reorganization by voluntary transfer to new company
8481
Reorganization in connection with judicial or execution saleIn general
8482
Legality of such reorganization agreement
8484
Statutory provisions
8485
Purchase of corporate property as itself making purchasers a cor poration
8487
Agreement in regard to reorganization as contained in mortgage
8489
Where all of stockholders assent
8491
Where transfer is not in good faith
8496
Effect of reorganization
8498
Repeal or amendment of statutory authority as Impairment of con tract
8501
Change of state bank into national bankStatutory authority
8502
Effect of reorganization as to rights and liabilities
8503
Liabilities of shareholders
8505
Contents in general
8506
4875 Where there is fraud
8507
Necessity for and sufficiency of consideration for agreement
8508
4878 Intention to create monopoly
8509
4881 What law governs
8510
4884 Agreement to accept securities
8512
4886 Provisions as to expenses of reorganization
8513
Evidence of agreement
8514
4893 All or part of bondholders
8515
All or part of creditors at large
8516
RlGnf TO PARTICIPATE IN REORGANIZATION AS CONFERRED BY REORGANI ZATION AGREEMENT OR STATUTE AND COMPLIANCE...
8517
4898 Time within which to joinIn general
8518
Time as limited by statute
8519
4901 General rules
8521
Deposit of securities as making depositor a party
8523
Silence as equivalent to consentIn general
8524
Failure to dissent as equivalent to consent as provided for by re organization agreement
8525
Bights of participating bondholders in and to property bought in for their benefit
8526
4910 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
4919 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
Purchase by stockholders who arc directors or other officers
8541
Bight to participate in reorganizationIn general
8543
Liability of stockholders for debts of old or new corporations
8545
Bight of one bondholder to exclude other bondholders from benefit of mortgage
8546
Bight to purchase at judicial sale either singly or by combination In general
8547
Bight of bondholders or creditors to combine to purchase
8548
4973 Effect of statutes in existence at time of reorganization
8578
Express assumption of debtsIn general
8585
Contracts of old company as binding on new company
8591
5007 New corporation
8604
Πνευματικά δικαιώματα

Συχνά εμφανιζόμενοι όροι και φράσεις

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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