A Treatise on the Law of Private Corporations: Also of Joint Stock Companies and Other Unincorporated Associations, Volume 3

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T. H. Flood and Company, 1905 - Law - 2384 pages
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Contents

d Transferee as a party plaintiff Purchase of stock for purpose of suit
1514
b Outside persons who should be made defendants
1515
a Allegations of agents authority
1516
b Allegations in a suit by a corporation
1517
Service of process _
1518
Intervention by stockholders as parties
1520
Suits against corporations on promissory notes
1521
Misnomer in pleadings
1522
Plea of nu tiel corporation
1523
a A company is prima facie a corporation
1526
b Estoppei to deny corporate existence
1528
Defense of ultra vires Statute of limitations Laches
1529
Evidence Proof of corporate existence
1531
b Evidence of incorporation by performance of corpo rate acts or admissions
1532
c Evidence by production of corporate books
1533
CHAPTER XL
1538
h Criminal contempt of court
1544
Railroads Railways are not public highways
1550
Incidental powers of railroads
1556
Consolidation of railroads
1563
Power to lease the corporate franchise 1365
1565
Construction of statutory authority to lease
1566
Liability of the lessor
1570
104s Liability of the lessee
1571
New York statutes as to lease of railways
1573
What a railroad lease carries
1574
The law governing leased railroads 1076
1576
Power to mortgage
1577
porations Traflic arrangements and contracts between connecting railroads
1578
Effect of trafflc arrangements
1581
Pooling contracts between railroads
1582
Pools and combinations between competing parallel railroads
1583
Running steamboats and ferries to do connecting busi ness
1584
Ultra vires acts of railroads Business not allowed
1585
Powers of railroad president
1588
Certain powers of railroad directors
1589
Operation of railway Liability for failure to operate Mandamus
1590
Injunction against interference by strikers
1591
Subscription payable in bonds by way of municipal aid in behalf of railroads
1592
GHAP lER XLII
1594
Electric street railways
1596
Change of motive power of street railways
1597
Authority to use the highways and streets
1599
What are legitimate street uses Rights of owners of property abutting on the streets Elevated railways
1606
Powers duties and liabilities of street railway companies Use of salt on the tracks Screen for motormen when required Riding on the running board ca...
1607
Electric light company
1610
a Are public corporations Legislative control
1616
b Printed rules and regulations Cannot contract
1622
h Liability to owners of abutting property
1628
b Mandamus to put phone in residence
1634
Page
1641
Trust companies
1663
Titleguaranty company
1665
CHAPTER XLVII
1667
Debentures
1669
Power to borrow money and issue bonds
1670
Power to guarantee the bonds and securities of other corporations
1671
1112 Registration of bonds
1672
Sinkingfund for payment of bonds
1673
Negotiability of bonds and coupons
1674
Essentials of negotiability
1676
Limitations on negotiabllity
1677
Coupons
1678
Coupon as instrument sut generis
1680
Coupons likened to checks etc
1681
Coupons as negotiable instruments _
1682
Formal requisites of negotiabllity of coupons
1683
Bona Ede purchaser of bonds and coupons
1684
Lost or stolen bonds
1686
Incomebonds
1687
Bonds issued below par
1688
Overissue of bonds
1691
Priority of bonds and oi liens
1692
Bond dividend
1694
Bonds convertible into stock _
1695
Action upon coupons
1696
Taxation of bonds Federal and state bonds not taxable
1697
CIIAPTER XLVIII
1698
The power is vested in the directors
1701
Shareholders consent when required
1705
Formal requisites of mortgage or deed oi trust
1707
Mortgage trustees Eligibility and duties
1708
Trustees as receivers
1710
The mortgage does not include the corporate franchise
1711
When it covers choses in action Specific property not included Undertaking Debenture Going con cern
1712
Mortgage covers rolling stock
1713
When mortgage covers fixtures What they include
1714
Mortgage of income
1716
Recording mortgages
1719
Priorities among mortgages
1720
a Superior liens Execution Mechanics lien Taxes etc
1722
c Debts for operating expenses Receivers certificates
1724
Foreclosure at common law
1729
Strict foreclosure
1730
Remedy by entry
1731
Remedy by foreclosure
1732
Foreclosure in case of quasipublic corporations
1733
Jurisdiction of the courts Interstate corporations
1734
Parties in suits to foreclose
1737
Holders of different liens as parties
1738
Intervention Who may intervene as parties
1739
Foreclosure by bondholders Right of trustee to fore close Refusal to foreclose
1741
1193a Respective rights of majority and minority bondholders
1743
Foreclosure on default of payment of interest
1744
Defenses of mortgagor Estoppel to set up irregularity
1749
Decree of sale in foreclosure
1750
Binding efiect of the decree
1751
Sale under the decree Who may bid Setting aside the sale
1754
Rights and liabilities of purchaser at foreclosure sale
1756
Purchase by the bondholders and stockholders for reor ganization
1758
Transfer of the property to a new corporation
1760
What passes by the sale Whether franchises and exemp tions pass by the sale
1761
Redemption Distribution of proceeds upon foreclosure sale
1763
CHAPTER L
1765
Assignment by corporation for the benefit of creditors
1766
Authority of directors to make assignment
1767
Effects of assignment
1768
Preferences to creditors Power to make preference Trust fund theory
1769
Preferences to its ofiicers by insolvent corporation
1771
Preferences to directors and others by way of mortgage
1772
Preferences to creditors where directors and other offi cers are indorsers and sureties
1773
CHAPTER LI
1775
Nature and grounds of receivership Insolvency as a ground
1776
Appointment of receiver Dissolution as a ground
1777
a Who may apply for the state bondholders stock holders the corporation as a mortgagor
1778
b Who may be appointed Validity of appointment Temporary receiver
1779
c Whether creditors unsecured may have appointment
1781
d The order appointing receiver
1784
Operating expenses priority in payment
1802
Transfer of the corporate property to receivers Vesting of the title Possession of property by the receivers
1805
Sales by receiver Distribution of the proceeds of sale
1807
Liability of receivers
1808
Liability for the torts of the corporation
1809
Receivers of railroads running into two or more states
1812
Compensation of receivers
1813
Compensation of mortgage trustees in foreclosure
1814
Resignation removal and discharge of receivers Embez zlement
1815
CHAPTER LII
1816
Reincorporaltion extension revival and renewal of char ter whether the old corporation is continued or a new corporation created
1817
Power to reincorporate and reorganize
1819
Reorganization by disposing of assets without foreclosure Scalingdown securities
1821
Reorganization by sale under foreclosure and purchase under agreement
1823
Reorganization agreement Rights and obligations of the parties Q
1824
Participation by stockholders and bondholders in the re organization
1828
Pledgor of bonds taking part in reorganization 1812
1829
Powers of bondholders reorganization committee
1830
Reorganization under statutory regulations
1831
Liability of the new corporation for debts and torts of the old
1832
Liabilities of the old corporation
1837
CHAPTER Llll
1839
What amounts to consolidation Lease Purchase
1842
Agreement to consolidate
1844
Public policy as to consolidation
1847
Power of legislature to authorize consolidation
1849
Legislative authority requisite
1850
Authority conferred by charter or statute
1853
Consent of shareholders to consolidate
1854
Payment for dissenting stock upon appraisement
1857
Rights of dissenting stockholders
1859
Enjoining unauthorized consolidation
1860
Whether consolidation works dissolution of the old com pany
1862
Pending suits how affected
1866
Consolidation of interstate corporations
1868
Status of interstate consolidated corporations
1871
Powers and duties of interstate companies Insolvency Liens Receivers
1873
Proof of consolidation
1874
Status of holders of the old stock
1875
Exchange of new stock for old
1877
Rights of consolidated companies
1880
Consolidation after municipal aid is voted
1881
Rights of new company to the properties of the old
1882
Duties of the new company to the public Rates Emi nent domain
1884
Liabilities of the new company
1885
The new corporation when not bona fide purchaser of assets of the old 1832
1887
Debts of the old companies
1890
Contract obligations of the companies
1892
Mortgage debts and liens
1893
Judgments against the new company Exemption from taxation 1s95
1895
CHAPTER LIV
1896
Judicial and legislative inquiry distinguished
1898
Grounds for forfeiture Misuser and abuse of corporate franchise as ground
1901
Injunction proceedings in equity
1911
Sale or lease of the entire corporate property as ground
1912
The act of forfeiture not to be collaterally tried
1915
Waiver by the state of its right to forfeit the charter
1917
Right of the state to proceed in what cases of ultra vires acts
1920
Procedure to forfeit Jurisdiction and powers of the courts
1923
Actual or prospective injury to the public to be proven
1926
Quo warranto proceedings to test de jure existence of the corporation
1929
Quo wawanto procedure to forfeit the charter
1932
Scire facias proceedings in case of abuse of corporate powers
1933
DISSOLUTION OF CORPORATION
1940
Causes of dissolution How it is brought about
1941
Nonperformance of conditions
1942
Dissoluion ipso facto Conditions subsequent
1943
Repeal Legislative power to annul the charter
1946
Voluntary surrender of the charter
1947
Expiration of term of corporate existence
1949
Dissolution by a court of equity Judgment of seques tration
1951
Dissolution at instance of shareholders
1955
Nonuser and other grounds for dissolution
1956
Dormant corporations Failure to hold meetings and elect oflicers Death of all the members and stock holders
1960
Possession of all the stock by one individual Oneman corporation
1963
Insolvency of the corporation 196
1964
Statutory grounds and provisions for dissolution
1966
Effect of dissolution
1967
Effect upon judgments Setoff statutes of limitation
1968
Effect upon attachment for debt Bankruptcy lr 1ns fers of stock Right of action for torts
1969
Effect upon debts Franchises Choses in action
1971
Effect upon contracts
1973
Receivers for dissolved corporations
1976
Distribution of assets among shareholders
1977
Reversion and escheat of property to grantors and
1979
the state
1982
Actions in federal courts
2036
Removal of causes from state courts to federal courts
2041
I
2045
Unincorporated associations distinguished from corpora tions How governed Majority does not rule
2047
Government by managing boards of trustees committees
2049
May hold acquire and transfer land by trustees or as tenants in common
2050
Interest of members in the property of the association
2053
Admission and expulsion of members
2054
Grounds for expulsion
2055
Review by the courts Jurisdiction
2058
Remedy for unlawful expulsion
2060
Expulsion from stock companies
2063
Suspension from membership
2064
Withdrawal from membership
2065
Assessments upon members of unincorporated associa tions
2066
Extent of the power to assess
2067
In whom the power is vested
2068
Penalty for nonpayment of assessments and dues For feiture 2069
2069
Waiver of penalty of forfeiture
2071
Fines
2072
Partnership liability
2073
Dependent upon pledge of personal credit
2074
Degree of authorization which will fix liability
2075
Suits by or against unincorporated associations In whose name to be brought
2076
Stilts by members
2078
Statutory suits brought through oiiicers
2079
Suits by members against the society
2080
Suits by or against withdrawing members
2082
Suits on subscriptions
2083
Suits by members for benefits
2085
Suits against members of unincorporated associations
2086
139i Actions to prevent illegal acts
2087
Associations are either stock or nonstock companies
2088
Stock in unincorporated associations
2089
D
2097
Stockbrokers Transfers of stock by agents
2109
Contracts for future delivery of stock
2116
Lodges secret societies
2119
Bishops rectors pastors and priests _
2126
Withdrawal from membership
2132
PARTNERSHIP LIABILITY 162
2177
Xi lssun on STOCK 383
2298

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