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CALIFORNIA CORPORATIONS

Constitution of the State, in the Codes, and in various of the General Laws. Many of the provisions when found have to be interpreted. These interpretations have, when given in this book, been supported by the authority of a legal decision. This is perhaps departing somewhat from the usual custom in works intended primarily for Business Men, and some may even think such method of treatment unnecessary on the ground that legal decisions interest legal practitioners only. The experience of the author is, however, that this is by no means the case, and he has learnt to appreciate that the Modern Man of Business, when given a statement or interpretation of the law, invariably likes to know the exact authority for it.

Particularly should it be observed that this book does not contain lengthy reprints of complicated statutory provisions; all such have, as necessary, been turned into simple language and, as occasion has demanded, interpretations placed upon various statutory provisions by the Courts have been briefly and simply paraphrased for the reader.

Far has it been from the desire of the author in writing this book to swell the number of that class of book which seeks to convince every layman that he can become his own legal advisor. The many years experience of the author as a lawyer, as well also as a consulting accountant, are probably sufficient guarantee that in the compilation of this work such was not his object. Yet he has not lost sight of the fact that the Business Man of today is a very different type of individual to his predecessor. In the first case he appreciates that the Modern Business Man brings to bear a better general education, and moreover has rightly been taught to regard business as a profession-requiring for real

and lasting success therein as much specialized study and training as almost any other calling. He recognizes that whereas the Business Man of days gone by graduated, perforce, in the hard and lengthy school of practical experience, and was sometimes diffident about supplementing his knowledge by reading, his successor of today appreciates that underlying his practical work is a science, a knowledge of the principles of which he must acquire if he wishes to rank among the really successful. For these reasons this book should prove a direct benefit to the Modern Business Man a fact the author has no doubt will be appreciated, for the Modern Business Man is especially fitted to assimilate and make practical use of its contents.

Enterprise through incorporation is a characteristic of the age; the number of corporations is growing year by year. What is, however, of peculiar interest is that concomitant with this growth is revealed the fact that no longer are the capital stocks and bonds of corporations owned by the wealthy alone. On the contrary, it is today more common to find small holdings by many owners. Statistics, indeed, reveal that in the past few years alone the number of stockholders—many of them people of small means— has increased by over half a million. Almost every man and woman in this part of the world is found to be interested to some extent in one or more corporate enterprises; the interest may be that of a stockholder or of a bondholder, and in either case it is none the less real. Further, the commendable practice is steadily growing of encouraging employees to become stockholders in the corporations which they serve, with the obvious incentive to better results in business. In some local corporations the number of employee

stockholders runs into many hundreds and in several at least into thousands. For such this book will prove of as real and practical value as it will to directors, secretaries, controllers, accountants, bankers, and corporation creditors.

The work is divided into twenty-six chapters, each complete in itself and treating of some particular phase of Corporation Law and Practice. An entire chapter is devoted to those provisions of the Constitution of California which have reference to corporations and, as necessary, the further statutory or code interpretations of these sections are referred to while each is fully dealt with in its appropriate place in a subsequent chapter. One whole chapter has been devoted to that increasingly important yet comparatively recently developed subject-the right to issue stock of no par value. Here, in addition to an explanation of the statutory provisions bearing thereon, an account is given of the origin, as well as a summary of the advantages and disadvantages claimed for this form of capital issue. The chapter closes with an explanation of all the California legal decisions on the subject to date. The chapters on "Directors," "Dividends" and "Profits" contain many useful suggestions which have for the most part been drawn from previous books by the author.

Appended to the work is a complete Glossary in which practically all of the technical terms referred to in the text are explained with, as necessary, the page denoted upon which each is used. As the many terms in the Glossary have been arranged alphabetically it has been considered unnecessary to repeat them in the index, to do which would have been to have swelled unduly the size of a very important part of a book of this kind.

Sections quoted in the text refer to the Civil Code of California unless otherwise stated.

The compilation of a work upon California Corporations has necessarily involved a great amount of time and effort not only in putting more or less complicated statutory provisions into brief and simple language, but also in search for suitable and proper authority when, for interpretation purposes, it was considered necessary to quote a legal decision. While the author accepts full responsibility for the entire work, yet in the above respect he has enjoyed the enthusiastic help of Mr. Delbert W. Radke, of the San Francisco Bar. Mr. Radke has read all the proof sheets and the author takes pleasure in recording his appreciation to him for his assistance to produce a work accurate, simple and complete.

The proof sheets on State Taxation (Chapter XXIV) were also perused by Mr. J. R. Carter, C. P. A., Attorneyat-law, of Messrs. Petersen, Carter & Co., Certified Public Accountants of San Francisco, and to him also the author tenders his thanks.

In conclusion the author may add that he will be satisfied with his effort if reviewers can say of this work, as one at least wrote of another work of his, "in its own particular department it is a contribution to the sacred cause of accuracy.'

Mills Building,

San Francisco, California,
November, 1926.

WILFRID H. HEMINGWAY.

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