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, المجلد 1

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T. H. Flood & Company, 1891

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1183
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462
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1118
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Reversion and escheat of property to grantor and to the State
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1302
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908
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716
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1184
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The same subject continued 795 Transmission of property rights and franchises 796 Liability of the new company 797 The same subject continued 1...
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Whether unsecured creditors may procure appointment of a receiver
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Acquiescence and delay
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CHAPTER XXIII
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Page
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DISSOLUTION AND REORGANIZATION Page
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INTRODUCTORY OF THE CREATION OF THE CORPORATION Pago 4
1
Of the power of the State to create corporations
2
Whether the federal government may create corporations
3
Of the power of the federal government to incorporate a bank
4
Of the power of the federal government to incorporate a rail
5
way through the territories
8
Of the incorporation of the Nicaragua canal by the federal government
9
Creation by implication
10
Constitutional limitations of the power of the legislature
11
General enabling acts
13
General acts authorizing the formation of religious corpora tions
15
Sundry decisions under the several general incorporation acts
16
A substantial compliance with all the provisions of the en abling act is required
18
Of the distinction between a franchise and a license
21
The same principle applicable to companies formed under general laws
22
Acceptance by the incorporators requisite to render the legis lative grant effective
23
The contract between the incorporators and third parties
24
Of defective incorporation
25
The same subject continued
26
The same subject continued Of exclusive privileges
27
O
28
CHAPTER II
29
Of the power of eminent domain
33
Criticism of the doctrine of the Dartmouth College case
34
The exemption to be clearly expressed
35
Meaning of the word law
37
Quasipublic corporations a In general 833 b Railway carriers 834 c Water companies 835 d Gas companies 836 e Telegraph and telephone companies
54
CHAPTER XLV
60
CHAPTER III
65
75
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Of the construction of amendatory statutes
70
The legislative discretion not to be questioned judicially
71
Limitations upon the reserved power
73
Of the consent of the corporation The power of the ma jority
75
Of material and immaterial amendments The rights of a minority
76
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
Remedy when a receiver has been appointed in prior pro ceedings
93
Page
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Proceedings to forfeit charters a Jurisdiction
96
b of the parties
98
32
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d Of the grounds of forfeiture Misuser and nonuser
101
Of trust agreements as a ground of forfeiture
104
Pools 845 Combinations in restraint of trade 846 Reasonable restraint of trade 847 Trusts Tho Sugar Trust 848 The Standard Oil Trust
105
The same subject continued
110
34
114
ration
115
Actual or prospective injury to the public to be proven
116
Waiver by the State
118
77
119
81
122
87
123
The CottonSeed Oil Trust 850 The Diamond Match Trust 851 The Chicago Gas Trust 852 The Cattle Trust 853 The Alcohol Trust 854 The Steamshi...
125
REGISTRATION OF TRANSFERS
126
85
127
Of membership in a representative capacity
137
CHAPTER XXV
143
86
145
90
149
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...
152
Of the rights of pewholders in religious societies
156
96
159
1
161
89 Of the notice Nature and service thereof
169
Expulsion to be at a regular meeting Of the quorum
170
Sources of jurisdiction of courts of equity
172
Grounds of equitable intervention
173
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
178
98
180
religious societies
182
101
184
The same subject continued
186
Compromise Test cases
189
104
191
a Sundry examples
193
110
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
208
Recovery of deposits upon abandonment of the undertaking
211
Effect of withdrawal upon liability to corporate creditors a The American rule
212
114
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The decree in suits in equity 720 Garnishment 721 Whether the remedy in equity is exclusive 722 Actions at
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118
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The capital stock as a trust fund for corporate creditors
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1955 1356 1357 1358 1359 1360 1361 1362
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Applications of the trust fund doctrine a Liability upon assets of the company distributed among share holders
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1229
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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
Limitation of the amount of a single subscription 838
230
121 d Liability upon shares issued gratuitously
231
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
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Consummation of fraudulent contracts may be enjoined
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c Transferees
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d Pledgees
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e Legatees and distributees 134 f Bankrupts estates
253
g Decedents estates 136 b Trustees executors and administrators
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Page 395
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i Agents 138 j Infants
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k Married women
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Priority between creditors
262
Contribution between members
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Effect of increase and reduction of the capital stock
264
Introductory
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Page 267
269
270
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Construction of statutes
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b Foreign corporations
275
c Penal statutes strictly local
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151 Debts and liabilities construed
277
To the amount of their stock and to double the amount construed
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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
Place of holding church meetings
288
c Liability dependent upon pledging of personal credit
304
d Degree of authorization
305
Social clubs
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Mutual benefit societies
307
Lodges
308
Stockexchanges
309
Political associations and campaign committees
310
Costbook mining companies
311
Cartrust associations
312
1085
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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
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Compensation of the president
355
Valid and void conditions 868
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Of general managers and superintendents 857
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Authority of general manager to engage legal and medical services 859
359
Admissions and representations of general managers 860
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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
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Of the secretary 864
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Lease of franchises 365 Construction of statutory authority to lease
365
Of pastors of churches 866
366
CHAPTER XII
368
Directors of companies having capital stock must be share
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holders 872
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A portion of the directors must be residents 874
374
Amotion of directors 876
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Directors must act as a board 877
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Supplying vacancies in the board of directors 879
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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
Power to buy its own shares
395
Power of eminent domain
396
The same subject continued
397
What corporations may have the power
398
898
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The same subject continued 400 Public property taken by eminent domain What property may be taken
400
The same subject continued
401
Compensation for property taken
402
Eminent domain in case of street railways
403
Incidental powers of railwaysa To run steamboata
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
O CHAPTER XIV
413
Statutory powers
414
Compliance with statutes
415
Doing business defined
416
Comity
417
Citizenship
418
The same subject continued
419
Eminent domain
420
To whom liable a In general
421
Introductory 422 Ultra vires as a defense
422
b To the corporation
423
Defense against a corporation which has given benefits
424
c To creditors
425
Ultra vires contracts executed 426 Ultra vires contracts executory only
426
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 268 Provisions of the New York Penal Code
443
Scope of authority
444
Procuring withdrawal of opposition to charter
445
Effect of consolidation upon corporate liability
446
Promoters liability on failure of scheme
447
Liability of directors and promoters for false prospectuses The English Act of 1890
448
Injuries to the person
449
The same subject continued Joinder of parties
450
Libel
451
277
452
Malicious prosecution a In general
453
b Want of probable cause
454
Illustrations
455
Nuisance
456
itself
457
Crimes and misdemeanors
458
The same subject continued
459
Page 452
460
Contempt
461
Injuries resulting in death
462
Distinction between misfeasance and nonfeasanco 464 Penalty for crimes Pago 728 729 781 732 782 733 784 786 737 789 740 740 742 745 748 7...
463
Introductory
465
Distinction between capital and capital stock
466
Stock in unincorporated associations
467
Increase of capital stock
468
Statutory authority requisite to increase or reduction
469
The same subject continued
470
701
471
Whether directors may act under the enabling statute
472
478
478
480
480
484
484
Limitation
500
611
510
e Retroactive and ex post facto bylaws
517
458
518
To be reasonable
519
Judicial inquiry into the reasonableness of bylaws 619
520
Obligatory upon members
521
Extent of the effect of bylaws upon strangers
522
Amendment and repeal
524
Enforcement Penalties Expulsion Fines
526
Construction Pleading
527
0
528
CHAPTER XVII
529
What amounts to consolidation
532
Manner of effecting
533
The same subject continued
535
Public policy
536
Prohibitions of consolidation
539
Power of the legislature to authorize
540
Legislative authority requisite
542
How legislative sanction may be expressed
543
paid
544
InterState consolidation
545
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
761 762 763 764 766 766 768
559
The same subject continued 561 I
561
Proof of consolidation
562
Pending suits 563 11
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
Payment of calls after transfer
570
Exchange of new stock for old
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 679
579
e Setoff
580
517
581
Calls after consolidation
582
Pleading and practice
583
Page
584
Forfeiture of shares for nonpayment
585
Notice of forfeiture
586
Method of forfeiture
587
686
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 591 Assessments upon members of voluntary associations
591
Extent of the power to assess
592
In whom the power is vested
593
Notice
594
285
595
707
596
Pleading and practice
597
CHAPTER XIX
606
Page 606
607
Averments necessary in suits by corporations 861 Verification of corporate pleadings 862 Necessary allegations in complaints against corporations 8...
609
1866
612
Power to mortgage 740 Ultra vires mortgages
622
715
623
VOLUME II
627
Introductory 886 Extended powers now given by statute 387 Incidental powers of banks 388 The power to mortgage property 389 Right to mortgag...
628
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طبعات أخرى - عرض جميع المقتطفات

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مقاطع مشهورة

الصفحة 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.
الصفحة 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...
الصفحة 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.
الصفحة 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.
الصفحة 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.
الصفحة 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.
الصفحة 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...
الصفحة 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.
الصفحة 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...
الصفحة 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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