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, Τόμος 1

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T. H. Flood & Company, 1891

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CHAPTER XXVIII
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TAXATION OF CORPORATIONS Page
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DISSOLUTION AND REORGANIZATION Page
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Dissolution by court of equity a At instance of creditors 783 b At instance of shareholders 784 c Groanıls for a windingup order 785 Abatement of a...
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INTRODUCTORY OF THE CREATION OF THE CORPORATION
1
Introductory
6
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
Power to buy its own shares 396 Power of eminent domain
41
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
Amendment of articles of association
81
Of forfeiture
85
Forfeiture distinguished from repeal
86
Judicial and legislative inquiry distinguished 57
87
The same subject continued
89
The fact of forfeiture to be judicially declared
90
Remedy when a receiver has been appointed in prior pro ceedings
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
The trust fund doctrine not recognized in England
122
Accrual of liability Remedy against company to be first
123
REGISTRATION OF TRANSFERS
126
CHAPTER XXV
143
The remedies for ultra vires acts 721
146
581 Of the rights of pewholders in religious societies
156
of the notice Nature and service thereof 90 Expulsion to be at a regular meeting Of the quorum 91 Of the nature of the inquiry before the committe...
159
Grounds of equitable intervention
173
94
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
Suspension Page 169 170 170 172 173
179
VOLUNTARY WITHDRAWAL FROM MEMBERSHIP Page 180 183
180
Decisions of church courts followed by the civil courts 101 Withdrawal from companies having capital stock Consent of the company
184
The same subject continued
186
Compromise Test cases
189
Grounds of withdrawal
191
a Sundry examples
193
b Irregular incorporation
195
SUBSCRIPTIONS TO STOCK
198
c Variance from original purpose of incorporation
199
d Secret concessions to other members
202
The same subject continued
205
e Mismanagement of corporate affairs
206
f Delay in prosecuting the purpose of the undertaking 112 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
The decree in suits in equity 720 Garnishment 721 Whether the remedy in equity is exclusive 722 Actions at
215
212
216
Applications of the trust fund doctrine a Liability upon assets of the company distributed among share holders
222
1229
224
b Liability upon shares issued below
225
Exceptions to the foregoing rule
228
c Liability upon shares issued for property or services ac cepted at an overvaluation
229
d Liability upon shares issued gratuitously 222 225
231
The same subject continued
238
Of sales of property to corporations by promoters
239
Fiduciary position of directors a Toward the corporation
240
Transfers to infants and married women do not relieve the transferrer 129 Transfers to the corporation itself when effective to relieve the transferrer
241
Contracts between directors and the company voidable
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
Registration of transfer necessary to relieve the transferrer
247
Consummation of fraudulent contracts may be enjoined
248
c Transferees
249
d Pledgees
251
e Legatees and distributees 134 f Bankrupts estates
253
g Decedents estates 136 b Trustees executors and administrators
256
Page 395
257
i Agents 138 j Infants
260
k Married women
261
Priority between creditors
262
Contribution between members
263
Effect of increase and reduction of the capital stock
264
Introductory 144 Constitutional and statutory provisions 145 Constitutional provisions when not selfenforcing 146 Constitutionality of statutes 147 C...
267
CHAPTER IX
270
b Foreign corporations
275
c Penal statutes strictly local
276
151 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
Place of holding members meetings
285
Place of meeting to accept charters and to organize
286
PARTNERSHIP LIABILITY OF MEMBERS Page 159 Liability of members a From acts prior to incorporation
287
The same subject continued Preliminary expenses
288
Place of directors meetings
289
Estoppel from pleading illegality of the place of meeting
290
The same subject continued Incorporation of partnerships
291
273
293
c From fraud
296
Lodges
308
Stockexchanges
309
Political associations and campaign committees
310
Costbook mining companies
311
Cartrust associations
312
1085
314
CHAPTER X
315
Terms of office
318
Amotion from office
319
Notice to agent notice to company 820
320
Scope of authority of officers and agents
321
Scope of authority determined by the bylaws and by custom 822
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
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 837
337
Enforcement of its promoters contracts by the corporation dependent upon ratification
340
The same subject continued Compensation of promoters
342
GENERAL EXECUTIVE OFFICERS Pago 8 202 Of the president In general 845
345
The presidents power to contract for the company 847
349
The presidents powers in respect of negotiable paper 850
350
Bank presidents 853
353
Compensation of the president
355
Of general managers and superintendents 857
357
Authority of general manager to engage legal and medical services 859
359
Admissions and representations of general managers 860
360
Of the treasurer 861
361
The treasurers authority to borrow and give security 862
362
Liability of the company and of the treasurer for his fraudu lept acts 868
363
Of the secretary 864
364
Taxation of securities and loans 807 Taxation of business earnings or dividends a In gen eral
365
Of pastors of churches 866
366
CHAPTER XII
368
Directors of companies having capital stock must be share
372
holders 872
373
A portion of the directors must be residents 874
374
Amotion of directors 876
375
Directors must act as a board 877
377
Supplying vacancies in the board of directors 879
379
Directors powers 880
380
Powers of railway directors
383
Limits of the directors powers
384
How far directors may delegate their powers 885
385
The same subject continued Executive committees
386
Shareholders control of the directors
387
Directors de facto
389
The same subject continued 890
390
CHAPTER XIII
392
The fiduciary position of promoters 894
394
Compensation for property taken
397
Eminent domain in case of street railways
403
Incidental powers of railwaysa To run steamboats
404
b To do other connecting business
405
c Connected business that is not allowable
406
d Contract for carriage
407
e Traffic arrangements
408
Binding effect of traffic arrangements
409
Changing the motive power of street railways 659 660 662 664 667 668 669 672 673 675 677
410
CHAPTER XIV
413
Statutory powers
414
Page 413
415
Doing business defined
416
Comity
417
Citizenship
418
The same subject continued
419
Eminent domain 689 690 691 693 694
420
Introductory
421
Ultra vires as a defense
422
Defense by a corporation which has received benefits
423
Defense against a corporation which has given benefits
424
Ultra vires contracts executed
425
Oltra vires contracts executory only
426
Acts ultra vires because of a particular purpose
427
Liability of corporations for ultra vires torts
428
The right to restrain ultra vires acts
429
A single stockholder may restrain ultra vires acts
430
Acquiescence in ultra vires acts
431
Ratification of ultra vires acts
432
CHAPTER XXIV
444
Page
447
277
452
itself
457
701
471
478
478
480
480
484
484
Failure to call meetings or to hold valid elections
495
Eligibility
496
Cumulative voting
497
Judicial review of elections
498
Proxies
500
Voting trusts Combinations among shareholders
501
The same subject continued
502
The same subject continued The Reading Voting Trust 307 The same subject continued The Wisconsin Central Voting Trust
505
CHAPTER XVI
510
e Retroactive and ex post facto bylaws
517
Pago
518
519
519
b Municipal corporations 624 Municipal subscriptions 525 Municipal subscriptions may be conditional
525
Municipal subscriptions as affected by consolidation
526
Fraud in procuring subscriptions
527
Qualifications of the foregoing rule
528
Introductory
529
Parol evidence of fraud
530
Parol agreements and conditions
531
What amounts to consolidation
532
Manner of effecting
533
Recitals as implied conditions
534
The same subject continued
535
Public policy
536
Valid and void conditions
537
Secret and separate conditions 539 Performance of conditions
538
Prohibitions of consolidation
539
Power of the legislature to authorize
540
Nonperformance
541
Legislative authority requisite
542
How legislative sanction may be expressed
543
paid
544
InterState consolidation
545
Effect of legislation upon subscription contracts
546
Status of interState consolidated companies
547
Powers and duties of interState companies
549
613
550
514
551
Debts due laborers and employees 158 The same subject continued
552
Rights of consolidated companies
553
283
554
Public rights and duties of the new company
555
Right of the new company to the property of the old ones
556
Liability of the new company
558
The same subject continued
561
Proof of consolidation
562
Pending suits
563
Judgment against the new company
564
Debts of the old companies
565
Calls continued
566
Mortgage debts and liens
567
Contractual obligations
568
Status of holders of the old stock
569
883
570
Exchange of new stock for
571
Place and time for payment
572
Consent of shareholders
573
Tender of certificates
574
515
575
Consent a question of fact
576
Payment for dissenting stock
577
c Accommodation subscription
578
Enjoining unauthorized consolidations
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
894
594
285
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
Averments necessary in suits by corporations 861 Verification of corporate pleadings 862 Necessary allegations in complaints against corporations 8...
609
1866
611
CHAPTER XXXI
613
715
623
682
625
Introductory 629
628
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Σελίδα 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.
Σελίδα 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...
Σελίδα 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.
Σελίδα 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.
Σελίδα 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.
Σελίδα 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.
Σελίδα 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...
Σελίδα 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.
Σελίδα 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...
Σελίδα 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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