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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Shareholders right to defend on behalf of the company
liii
173
liv
720
lxi
176
lxiii
Respective rights of majority and minority bondholders
lxvii
724
lxix
177
lxx
680
lxxii
Acquiescence and delay
lxxiii
178
lxxvi
838
lxxvii
Receivers in foreclosure proceedings
lxxx
Actions against foreign corporations
lxxxii
842
lxxxvii
1068
xci
Introductory
xciv
Negotiability of bonds and coupons
xcvii
Pools
c
Fraud in procuring subscription
ci
955
cii
CHAPTER XXXIII
cvi
846
cviii
806
cxi
847
cxvi
The object of registration
cxxi
Alteration of the numbers of bonds
cxxiv
692
cxxx
MORTGAGES BONDS AND COUPONS
cxxxiii
Coupons as instruments sui generis
cxxxix
Introductory
cxlii
NEGOTIATION OF STOCK AND BONDS AND HEREIN OF COUPONS AND RECEIV
cl
The same subject continued
clvi
1217
clviii
Railway and transportation companies
clxvii
ACTIONS BY AND AGAINST VOLUNTARY ASSOCIATIONS
clxviii
Forgery or fraud
clxix
e Repeal and forfeiture of exemptions
clxxiv
b The transferrers statutory liability
clxxix
669
clxxx
Whether the mortgage covers fixtures
clxxxi
OF THE CREATION OF THE CORPORATION
1
Creation by implication
7
General acts authorizing the formation of religious corpora
15
The same principle applicable to companies formed under
22
The contract between the incorporators themselves
23
The contract between the incorporators and third parties
24
Of the construction of the charter contract
25
The same subject continued
26
The same subject continued Of exclusive privileges
27
Of the police power Page
28
CHAPTER II
29
Sundry examples of the exercise of the police power
52
Dedication to a public use Munn v Illinois 31
55
Extension and criticism of the doctrine of Munn v Illinois
56
of statutes creating a new or modifying or abolishing an old remedy
59
Of the power of eminent domain
61
Of exemptions from taxation
62
The exemption to be clearly expressed
63
CHAPTER III
65
2223
67
jority
75
42
76
Of material and immaterial amendmentsThe 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
87
The same subject continued
89
The fact of forfeiture to be judicially declared
90
Of the nature of the inquiry before the committee
91
Sources of jurisdiction of courts of equity
92
Grounds of equitable intervention
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 80 81
110
89
113
The acts of the shareholders how far imputed to the corpo ration
114
Waiver by the State
118
The trust fund doctrine not recognized in England
122
Membership not dependent upon possession of certificate
127
Actions to compel declaration of dividends
135
Of membership in a representative capacity
137
TORTS AND CRIMES
139
Of the power to admit new members
143
b For what purpose the books may be inspected
151
Of the rights and powers incident to membership in costbook
157
440 Introductory
159
Sufficiency of grounds of expulsion not to be questioned
164
Mandamus to compel calls
170
The remedy within the association to be exhausted before application to the court
176
Ipso facto termination of membership
177
Suspension
179
CHAPTER VI
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
Actions to enforce payment
187
Compromise Test cases
189
Grounds of withdrawal
191
a Sundry examples
193
b Irregular incorporation
195
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 Page 180 182
206
208
208
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
CHAPTER VII
216
Applications of the trust fund doctrine a Liability upon assets of the company distributed among share holders Page 216 219
222
Distribution of assets among shareholders
224
b Liability upon shares issued below par
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
231
transferrer
242
e Legatees and distributees
253
k Married women
261
CHAPTER VIII
267
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
Of the president In general
345
Railway presidents
353
Authority of general manager to engage legal and medical
359
Of pastors of churches
366
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
The same subject continued
395
Of sales of property to corporations by promoters
396
Fiduciary position of directors a Toward the corporation 897
397
b Toward corporate creditors
398
Contracts between directors and the company voidable
399
Public property taken by eminent domain
400
The same subject illustrated
403
Secret profits 405
405
Directors entitled to security for loans to the company
407
Dealings by directors in the companys bonds and stock
409
Contracts between companies having directors in common
410
Consummation of fraudulent contracts may be enjoined
411
CHAPTER XIV
413
Ability and honesty required
415
Liability upon contracts
416
Mistakes of law
417
Respondeat superior
418
Joint and several liability
420
To whom liable a In general
421
b To the corporation 423
423
c To creditors
425
Liability for debts of the company
427
For what debts liable
428
The right to restrain ultra vires acts
429
For false reports
430
For failure to make reports
431
For acts of appointees
432
How liability is fixed
434
Procedure to enforce liability
436
Contribution
438
Liability of officers other than directors
439
Liability of officers upon contracts
441
Provisions of the New York Penal Code
443
Procuring withdrawal of opposition to charter
445
Promoters liability on failure of scheme
447
Liability of directors and promoters for false prospectuses The English Act of 1890
448
CHAPTER XV
452
Malicious prosecution a In general
453
Called or special meetings
455
Qualifications of voters a In general
456
Trespass quare clausum
457
b Trustees executors etc Trustees for the company itself
458
Service of notice
469
Whether directors may act under the enabling statute
472
Notice to specify time place and purpose of meeting
475
Estoppel from pleading illegality of the place of meeting
482
Minutes
488
Fraudulently overissued stock invalid
491
Failure to call meetings or to hold valid elections
495
Introductory
497
Judicial review of elections
501
CHAPTER XVI
510
Application allotment of notice
514
e Retroactive and ex post facto bylaws
517
Limitation of the amount of a single subscription
520
Municipal subscriptions as affected by consolidation
526
CHAPTER XVII
529
Conditions precedent
532
334
543
Irregular subscriptions
544
Powers and duties of interState companies
549
Specific performance Damages
551
Public rights and duties of the new company
555
Presumption of fraud from gross overvaluation
560
The same subject continued
561
Mortgage debts and liens
567
Calls by the court
568
Consent of shareholders
573
Tender of certificates
574
Enjoining unauthorized consolidations
579
e Setoff
580
What is carried by a lease
581
Notice of forfeiture
586
Waiver of penalty and reinstatement
596
Payment of dividends out of capital
605
GENERAL CORPORATE POWERS
606
Recovery of dividends illegally declared
610
The corporate seal
613
How religious societies may hold property
619
Exclusive privileges
625
581
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 427 - 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 481 - ... 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 557 - 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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