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 2

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T. H. Flood & Company, 1891 - 1487 σελίδες
 

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Περιεχόμενα

Power to hold the stock of other companies
644
The same subject continued
645
Power to buy its own shares
648
Power of eminent domain
650
The same subject continued
653
What corporations may have the power
654
The same subject continued
657
Public property taken by eminent domain What property may be taken
659
The same subject continued
660
Compensation for property taken
662
Eminent domain in case of street railways
664
Incidental powers of railwaysa To run steamboats
667
b To do other connecting business
668
c Connected business that is not allowable
669
d Contract for carriage
672
e Traffic arrangements
673
Binding effect of traffic arrangements
675
Changing the motive power of street railways
677
POWERS OF FOREIGN CORPORATIONS Page 411 Introductory
680
Restr ctions
682
Page
683
Page
687
CHAPTER XXII
696
Defense by a corporation which has received benefits
699
Defense against a corporation which has given benefits
701
Ultra vires contracts executed
704
Ultra vires contracts executory only
706
Acts ultra vires because of a particular purpose
707
Liability of corporations for ultra vires torts 429 The right to restrain ultra vires acts
709
A single stockholder may restrain ultra vires acts
711
Acquiescence in ultra vires acts
713
Ratification of ultra vires acts
715
Estoppel if ultra rires contract is executed 434 Right of the State in case of ultra vires acts
718
Forfeiture of franchise
719
The remedies for ultra vires acts
721
When the minority can not have recourse to the courts
723
Illegal corporate acts
724
The same subject continued
726
Malicious prosecution a In general 454 b Want of probable cause 455 Illustrations 456 Nuisance 457 Trespass quare clausum 458 Crimes and misde...
728
Fraud in procuring subscription
733
Page
744
CHAPTER XXIV
759
Distinction between capital and capital stock
761
Stock in unincorporated associations
762
Increase of capital stock
763
Statutory authority requisite to increase or reduction
764
The same subject continued 471 Constitutionality of enabling acts
766
Whether directors may act under the enabling statute
768
Stockholders right to subscribe to new stock 474 The same subject continued
771
Liability of holders of the new shares
772
Liability upon new shares issued as a bonus
774
Increase by stock dividends
776
The power to issue stock dividends
777
Prohibitions of stock dividends 480 Reduction of capital stock a Authority necessary
779
b By purchase of shares
780
c By refunding
781
Loss of property not a reduction of capital stock 484 Liability of shareholders after reduction
782
Irregularly issued stock How far valid
783
The same subject continued
786
False certificates
787
Forged certificates
790
Liability for fraudulent issue
792
Overissued stock
796
Fraudulently overissued stock invalid 492 Personal liability of corporate agents overissuing stock 493 Measure of damages for overissuing stock 494...
798
c Knowledge of the creditor
800
CHAPTER XXV
803
Statutory authority
805
Validity of preferred stock
806
Acquiescence in issue
808
Preferred dividends a In general
810
Tenure of property as affecting liability for taxes
811
c Arrears
812
d Enforcement of payment
813
c Savings banks
814
Status of preferred shareholders
815
Bridge companies
816
Preferred stock deferred to debts
817
Right of preference shareholders in distribution of capital
818
c Movable property of foreign corporations
819
Exchanging common for preferred stock
820
Special stock
821
f Sleeping and parlor car companies
822
CHAPTER XXVI
823
Taxation of shareholders Double taxation
824
Exemptions a In general
825
Construction of contracts
826
c Charitable scientific etc institutions
827
Preliminary contracts
828
e Repeal and forfeiture of exemptions
829
Signing articles of association
830
Application allotment of notice
831
Cash deposits
832
Subscriptions to obtain charter
835
Who may receive subscriptions
836
Commissioners
837
Limitation of the amount of a single subscription
838
Subscriptions in excess of the capital stock
839
Competency to subscribe a Natural and artificial per sons
841
Municipal subscriptions
844
Municipal subscriptions may be conditional
847
Municipal subscriptions as affected by consolidation
848
Fraud in procuring subscriptions
849
Qualifications of the foregoing rule
853
Misrepresentations in prospectuses
855
Parol evidence of fraud
857
Parol agreements and conditions
858
Conditions precedent
859
Conditions subsequent
861
Recitals as implied conditions
863
Recitals as to the amount of capital stock
864
The same subject continued
867
Valid and void conditions
868
Page
870
875
875
883
883
Actions by foreign corporations
892
Actions by receivers of foreign corporations
893
Actions by stockholders of foreign corporations
894
ment
895
PAYMENT OF SUBSCRIPTIONS 555 Introductory 556 What paper may be taken in payment 557 Payment in property or services 558 What kind ...
896
Page 896
897
Actions in federal courts
898
Removal of causes into federal courts
899
CHAPTER XXVIII
912
The same subject continued Limitation
918
Payment of calls after transfer
920
Notice of calls
922
Place and time for payment
923
Irregularities in calls Acquiescence Estoppel
925
Tender of certificates
927
Evidence
928
Method of forfeiture
939
The companys claim for deficiency
940
The shareholders remedies
942
CHAPTER XXIX
944
Assessments upon members of voluntary associations
945
Extent of the power to assess
946
In whom the power is vested
947
Penalty for nonpayment 918
948
Waiver of penalty and reinstatement
950
CHAPTER XXX
952
Ownership of dividends
953
The same subject continued Life tenants and remainder men
955
601 Declaration of dividends
958
Actions to compel declaration of dividends
960
Payment of dividends
962
Actions to enforce payment
964
Payment of dividends out of capital
965
Of restraining dividends a In general
966
b At instance of a single shareholder
967
c At instance of creditors
968
Recovery of dividends illegally declared
969
Interest and the Statute of Limitations
970
CHAPTER XXXI
971
Whether directors may transfer qualification shares
973
Sales by directors and officers
976
759
987
CHAPTER XXXII
997
CHAPTER XXXIII
1021
Grounds for refusing registration
1029
The same subject continued
1030
Damages for refusal to register
1031
Enforcement of registration Mandamus
1032
Wrongful registration and liability of the corporation there for
1035
CHAPTER XXXIV
1037
Brokers and agents
1039
The same subject continued The principals instructions
1040
Speculative contracts
1042
Future deliveries
1044
Bona fide purchasers a In general
1045
b Of shares of stock
1046
c Of bonds and coupons 1018
1048
Forgery or fraud
1050
The Schuyler frauds
1052
Spurious stock
1053
Lost or stolen certificates of stock
1056
The same subject continued
1057
Lost or stolen bonds
1058
Breach of trust a In general
1059
b The companys right to question transfers by trustees
1061
c The companys liability
1062
The same subject continued The English rule
1063
Stock certificates not strictly negotiable
1064
Quasinegotiability of stock grounded in estoppel
1066
Transfer by power of attorney not indorsed on the certifi cate
1068
The same subject continued
1070
Of the unregistered transferee of the certificate
1072
The same subject continued
1073
Negotiability of bonds and coupons
1076
Essentials of negotiability
1078
Limitations on negotiability
1079
References between bonds coupons and mortgages
1080
Alteration of the numbers of bonds
1081
Maturity of bonds
1082
Coupons as negotiable instruments
1083
Formal requisites of negotiability of coupons
1084
Coupons likened to checks drafts bills and notes
1085
Coupons as instruments sui generis
1086
Receivers certificates
1087
UNSECURED CREDITORS
1090
696
1091
698
1093
699
1095
701
1097
704
1100
706
1106
707
1108
708
1109
709
1112
711
1113
713
1116
715
1118
716
1119
718
1122
719
1124
721
1127
724
1130
726
1133
1135
1136
State of the authorities 442 Respondeat superior 443 Express authority need not be shown 444 Scope of authority 445 Whether a corporation may ac...
1141
CHAPTER XXXVII
1156
Page 1156
1157
761
1182
763
1188
Receivers in foreclosure proceedings Page 1188
1189
1192
1192
764
1194
766
1197
768
1200
769
1201
771
1204
772
1205
774
1208
776
1211
777
1212
797
1214
728
1226
800
1245
Franchise and property taxes distinguished
1248
Taxation of capital stocka In general
1249
b Less property exempt from taxation 804 c Less property otherwise taxed
1250
d Less the companys debts 806 Taxation of securities and loans
1255
Taxation of business earnings or dividends a In gen eral
1258
b Gross receipts 809 c Net earnings 810 d Dividends
1260
Page
1261
1267
1267
1272
1271
CHAPTER XLI
1299
Page 1299
1301
1806
1307
1827
1331
1834
1337
1845
1348
ACTIONS BY AND AGAINST CORPORATIONS
1354
company
1373
CHAPTER XLIV
1389
CHAPTER XLV
1405
1406
1406
737
1435
847
1436
739
1440
742
1458

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Δημοφιλή αποσπάσματα

Σελίδα 1268 - 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 1316 - We agree in the general principle adopted by the Court, that where the restraint of a party from carrying on a trade is larger and wider than the protection of the party with whom the contract is made can possibly require, such restraint must be considered as unreasonable in law, and the contract which would enforce it must be therefore void ; but the difficulty we feel is in the application of that principle to the case before us.
Σελίδα 1242 - The capital stock of every company liable to taxation, except such part of it as shall have been excepted in the assessment roll, or as shall have been exempted by law, together with its surplus profits or reserved funds exceeding ten per cent, of its capital, after deducting the assessed value of its real estate, and all shares of stock in other corporations actually owned by such company which are taxable upon their capital stock under the laws of this state, shall be assessed at its actual value,...
Σελίδα 1334 - A conspiracy consists not merely in the intention of two or more, but in the agreement of two or more to do an unlawful act, or to do a lawful act by unlawful means.
Σελίδα 787 - State that where the principal has clothed his agent with power to do an act upon the existence of some extrinsic fact necessarily and peculiarly within the knowledge of the agent, and of the existence of which the act of executing the power is itself a representation, a third person dealing with such agent in entire good faith pursuant to the apparent power, may rely upon the representation, and the principal is estopped from denying its truth to his prejudice.
Σελίδα 788 - In all these cases it may be said, as it was said here, that the master has not authorized the act. It is true, he has not authorized the particular act, but he has put the agent in his place to do that class of acts, and he must be answerable for the manner in which the agent has conducted himself in doing the business which it was the act of his master to place him in.
Σελίδα 1247 - ... license taxes, (not dependent upon the extent of his business,) and, generally, specific taxes on things or persons or occupations. In such cases the legislature in authorizing the tax fixes its amount, and that is the end of the matter. If the tax be not paid the...
Σελίδα 1389 - All courts shall be open; and every man, for an injury done him in his lands, goods, person, or reputation, shall have remedy by due course of law, and right and justice administered, without sale, denial, or delay.
Σελίδα 1253 - Every incorporated or other bank, and every person, firm, or company having a place of business where credits are opened by the deposit or collection of money or currency, subject to be paid or remitted upon draft, check, or order, or where money is advanced or loaned on stocks, bonds, bullion, bills of exchange, or promissory notes, or where stocks, bonds, bullion, bills of exchange, or promissory notes are received for discount or for sale, shall be regarded as a bank or as a banker.
Σελίδα 908 - No corporation shall issue stocks or bonds except for money, labor done, or money or property actually received; and all fictitious increase of stock or indebtedness shall be void.

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