Cases on the General Principles of the Law of Private Corporations, Volume 1

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Bowen-Merrill Company, 1902 - Corporation law - 2213 pages
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Contents

This artificial personality is recognized particularly
51
2 As to the ownership of its property
58
3 In general there is no visitorial power over foreign corpo
64
4 As to contracts between the members themselves
65
c Requiring reports 1363
70
c Penal liability 2033
71
d Fraud forgery etc 1663
74
THE CORPORATION AND VARIOUS CLASSES OF PERSONS 1546
76
THE CORPORATION AS A COLLECTION OF INDIVIDUALS
79
b Directorcreditors 2036
86
a Particularly in matters relating to the constitution
87
Ouster for usurpation Proceedings 1302
91
3 Fraudulent transfer by pledgee 1674
92
EXTERNAL RELATIONS 1805
96
c When corporate organization is used as a cloak to
97
Secs 599600 b Strict rule 1758
110
5 7 Gift of shares 1688
111
THE CORPORATION AS A FRANCHISE
113
Contra 1212
118
g Extraterritorial effect of a judgment Statute
122
e Special franchises 1388
134
Secs 245 2 And particularly this primary franchise belongs to
136
Secs 278 4 The offer and acceptance of a franchise make a grant
150
CORPORATIONS AS DISTINGUISHED FROM OTHER INSTITUTIONS
167
3 From fraternity or society
176
2 Fully performed by other party not enforci
180
5 From costbook companies
182
Prospectus 2098
184
7 From state institutions
191
Statute of limitations 1305
193
Bank of United States v Planters Bank 9 Wheat 904 558
199
Secs 389 b As to purpose
201
1 Notice to a director 1760
202
Acceptance is essential 1461
213
1 Quasi
214
9 Right to share in distribution of surplus assets upon dis
216
Secs 4143 c As to relation to the state corporations are
221
GENERAL DUTIES AND LIABILITIES 1236
225
1 As to method of acquiring membership
234
2 Nuisance obstructing a stream 1239
247
PART IV
256
THE BODY CORPORATE
258
METHODS OF EXERCISEEVIDENCE OF SOVEREIGNS CONSENT
264
c Common law
270
3 Plenary
283
b Difference between method by general and
289
2 Implication
298
Contra 1217
300
2 Regents of University of New York
304
THE CORPORATION AND ITS CREDITORS 1808
306
2 Recovery of unpaid rentals under the
316
CONSTITUTIONAL Limits
320
Reasons 1835
323
2 On state legislatures
326
3 On territorial legislatures
332
APPENDIX
337
The legislature shall pass no special
338
7 Effect of failure to comply with statutory provisions per
347
The legislature shall
360
Waiver 1306
370
The assent of twothirds of
373
PROMOTERS 1767
374
Commiseioners
385
Incorporators under general statutes
391
Its FORMATION OR ITS CONCEPTION
397
CORPORATE RELATIONS 1291
398
Owning and using real estate by a foreign corporation
407
Its GENERAL FORMAN OFFER AND ACCEPTANCE
409
Acceptance may be inferred from signing articles holding meet
414
THE CHARTERIts CONTENTS
426
b Suits in equity 1709
427
Secs 41920 2 Mandamus 1308
434
b Usual provisions in the general law
435
Sec 95b Interpretation of charters
441
Consideration of the agreement
448
General form of such contractmay be either a statutory
456
The state may make those who incorporate and not those
464
FORMS OF ASSOCIATION CONTRACTS COMMON LAW SUB
471
Notice of withdrawal
478
b Offer until acted upon in accordance with its pro
482
c Binding contract from time of making
491
Secs 1112 3 Subscription to agent or trustee
497
5 Application allotment and notice
504
6 Estoppel
510
Middle E T Cent R Co 91 Tenn 44 1
511
3 Indictments 1321
512
Palmer 21 R I 109 42 Atl 308 820
526
b Mere offer until performance
528
Exception 1323
529
Note
544
9 Statutes discriminating against nonresident corporations
549
m Situs of shares for taxation 1399
551
c Names and residence of subscribers to stock
600
Burbank 2 Dillon U S Circuit 435 87
605
THE CORPORATION AND ITS MEMBERS OR SHAREHOLDERS 1559
608
g Acknowledging articles
609
ARISING FROM OWNERSHIP OF SHARES 1900
616
2 Reasons for not allowing collateral attack upon de facto
625
CONDITIONS OF CORPORATE EXISTENCE BY ESTOPPEL
630
b To save a going concern 1923
638
4 Public policy forbids the creation or recognition of cor
642
Sec 172
650
THE CORPORATE CREDITORS 1805
651
Sec 175
656
Sec 176
662
Sec 178
668
GOVERNMENTAL CONTROL OF CORPORATIONS 1291
670
2 Does not make a partnership
677
2 Common law contract
687
FUNCTIONS OF MEMBERS DIRECTORS AND OFFICERS
694
OTHER OFFICERS
703
1 In general 1841
707
n Taxation of shares held by aliens 1402
721
VISITATION OF CORPORATIONS 1332
729
e Goodfaith shareholder only 1724
742
2 Contract between the state and the corporation
750
THE STATE AND CORPORATE CREDITORS 1805
752
b Assets are not a trust fund liability is based on fraud 1852
754
5 Contract between the corporation and the members
757
Power to increase the capital stock
763
Acceptance is essential 1447
764
Secs 2089 Nature function and purpose of capital stock
766
Secs 5478 e Who are entitled to dividends option contracts 1631
771
2 Care required of officers 1884
772
Capital capital stock surplus and franchise distinguished
778
Capital stockkinds common and preferred
785
An immaterial amendment can be accepted
793
Shares of stocknature of
794
4 As subjects of conversion
804
7 Location of shares for attachment
811
2 When contractual and when penal Enforcement in foreign state 1892
813
Acquisition of a name
817
Effect of misnomer
825
Secs 22930 Shareholders meetingnotice
835
Secs 2324 Place of meeting
841
Secs 2356 Directors meeting necessity notice quorum
848
Sec 4345 2 Police control 1344
850
MODE OF ACTION GENERALLY
854
No cor
859
Execution of contracts
862
RightS OF THE STATE 1805
865
Happening of a condition or contingency prescribed in
871
Secs 2445 Surrender
877
Repeal
887
Contracts of shareholders
895
Reversion of land
903
THE CORPORATION AS A SUBJECT AND SOURCE
914
Special capacities
915
CLASSES OF CORPORATE POWERS
925
PARTICULAR POWERS AND LIABILITIES
937
1 Generally by actions at law and suits in equity 1291
945
Secs 2678 2 Contract debts and borrow money
946
DOCTRINE OF ULTRA VIRES 1176
949
4 Surety or guarantor
952
Secs 2767 6 Trade combinations
960
Sec 278 b Contracts restraining trade and competition
967
b In case of foreign corporations general rule 1651
969
Corporate combinations antitrust
973
Secs 2824 7 Consolidation
984
d Effect of consolidation upon creditors rights
995
POWER TO ACQUIRE HOLD AND ALIENATE PROPERTY
1007
c Consequences of ultra vires purchase
1014
B By devise
1021
Secs 2967 c Who may object when limit is exceeded
1029
2 To acquire personal property
1040
Exceptions to rule allowing acquisition
1047
2 General rule in the United States
1054
Tudor Ice Co 104 Mass 239 1326
1065
Secs 3089 c Property charged with a public trust can not
1070
Am Dec 541 extracts
1074
e Power to mortgage
1078
POWER TO ACT IN A PERSONAL RELATION
1087
Under statutes conditions imposed do not generally prevent
1093
Liability to be sued
1099
In what district
1106
Barneds Banking Company In re L R 3 Ch App Cas 105 1051
1111
In the state courtswhere found doing business
1115
What is doing business so as to authorize service of process
1121
General issue at law does not raise question of corporate
1128
Power to confess judgment
1134
b As evidence of agents or officers authority
1147
Sec 348 2 Power to make
1156
Goodhue Co Bank 49 Minn 483 1596
1159
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Common terms and phrases

Popular passages

Page 144 - 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.
Page 449 - In the following cases, every agreement shall be void unless such agreement, or some note or memorandum thereof [expressing the consideration], be in writing, and subscribed by the party to be charged therewith.
Page 315 - ... all the navigable waters of said state, shall be common highways and forever free, as well to the inhabitants of said state as to all other citizens of the United States, without any tax, duty, impost or toll therefor.
Page 346 - Corporations may be formed under general laws; but shall not be created by special act, except for municipal purposes, and in cases where, in the judgment of the Legislature, the objects of the corporation cannot be attained under general laws. All general laws and special acts passed pursuant to this section, may be altered from time to time or repealed.
Page 27 - The franchise, roadway, roadbed, rails, and rolling stock of all railroads operated in more than one county...
Page 710 - On more than one occasion this court has expressed the cautious circum>pection with which it approaches the consideration of such questions; and has declared that in no doubtful case would it pronounce a legislative act to be contrary to the constitution.
Page 558 - It is, we think, a sound principle, that when a government becomes a partner in any trading company, it divests itself, so far as concerns the transactions of that company, of its sovereign character,, and takes that of a private citizen.
Page 357 - No private or local bill, which may be passed by the Legislature, shall embrace more than one subject, and that shall be expressed in the title.
Page 326 - The General Assembly shall not pass local or special laws in any of the following enumerated cases...
Page 341 - The Legislature shall have no power to pass any act granting any special charter for banking purposes ; but corporations or associations may be formed for such purposes under general laws.

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