A Treatise on the Law of Private Corporations: Also of Joint Stock Companies and Other Unincorporated Associations, Volume 1

James Hart Purdy

T. H. Flood, 1905 - Corporation law - 2384 pages

Contents

• Page: xxi
• Construction of constitutional statutory and charter reser: xxiv
• 64: xxviii
• 65: xxxvi
• 98: xlii
• 106: xlviii
• 110: lv
• DEFINITION NATURE AND CLASSES OF CORPORATIONS: 1
• Ecclesiastical and lay corporations: 14
• Industrial corporations: 20
• POWER TO INCORPORATE: 22
• 66a Selfincorporation by act of court: 33
• 69: 45
• The contract between the incorporators and third parties: 53
• The privilege must be clearly expressed in the charter: 60
• CHAPTER IV: 73
• Effect of irregularities in articles: 82
• Legislative discretion not to be questioned judicially: 89
• Of the dissenting stockholders remedy: 114
• 99a Misnomer in pleadings: 127
• When affixed the seal is presumed to be authorized: 133
• Reorganization of a partnership as a corporation: 135
• 116: 146
• 124: 152
• Essentials of de facto corporate existence: 158
• Continuing liability of the partners for the debts of: 162
• Liability of members from acts prior to incorporation: 167
• 131a Liability from fraud or deceit: 174
• BONA FIDE PURCHASER: 181
• Page: 184
• Waiver of bylaws: 186
• Constitution of unincorporated associations: 188
• 153: 194
• 161: 202
• Penalties expulsion fines: 212
• 171: 221
• CHAPTER X: 234
• 189: 241
• 193: 247
• a By the companys purchase of its own shares: 253
• CHAPTER XI: 259
• 203: 265
• Subscription after incorporation: 272
• Mode of application and allotment of shares: 279
• Cash deposit on subscription: 280
• Effect of legislation upon agreement of subscription: 282
• Effect of consolidation upon agreement to subscribe: 283
• Construction of the contract: 284
• Intention of the parties is to govern the contract: 285
• B WHO MAY RECEIVE SUBSCRIPTIONS AND WHO MAY SUBSCRIBE 216 Who may receive subscriptions: 287
• Commissioners appointed to receive subscription: 288
• Limitation of amount of a single subscription: 290
• Competency to subscribe for stock: 292
• The state as a subscriber to stock: 293
• Substitution of subscriber: 300
• PROOF OF SUBSCRIPTION 225 Evidence of subscription: 301
• 226a Conditional subscription as defense Estoppel: 302
• May be conditional when made after incorporation: 303
• Valid or void conditions: 304
• Conditional subscriptions made before incorporation: 306
• Revocation or withdrawal of conditions: 307
• Conditions subsequent: 309
• Waiver of conditions: 311
• Secret and separate conditions are void: 316
• Subscription upon special terms: 319
• Subscription not binding until performance of conditions: 320
• Waiver of performance of conditions: 324
• E WITHDRAWAL RELEASE AND DISCHARGE OF SUBSCRIBERS 240 Withdrawal from subscription by consent of the corpora tion: 325
• Want of power in the directors to release: 327
• Release in compromise of doubtful claims: 330
• Withdrawal and abandonment: 333
• Effect of withdrawal: 335
• The English rule as to withdrawal: 337
• FRAUDULENT AGREEMENTS: 354
• 253a Constructive fraud in release: 360
• 257: 369
• Waiver of irregularities Acquiescence in the contract: 376
• CHAPTER XII: 383
• Bona fide purchaser of stock: 391
• LOST OR STOLEN STOCK 274 Lost or stolen certificate of stock: 393
• E IRREGULARITY AND FRAUDULENTLY ISSUED STOCK 275 Overissue of stock Charter may be forfeited: 395
• Fraudulent overissue: 397
• Liability for overissue of stock: 400
• Knowledge and acquiescence of creditors in overissue: 404
• Spurious or overissued stock: 406
• False or fictitious issue of stock: 409
• Forged certificate of stock: 414
• Effect of forgery or fraud in issue of stock: 417
• Liability for fraudulent issue: 420
• F WATERED STOCK 284 Definition and methods of issue: 422
• Issued by stock dividend: 423
• Issued in exchange for sale of all the corporate property: 424
• Shares issued below par: 428
• Shares issued as a gratuity: 431
• Watered stock issued as a bonus: 433
• Shares issued reciting that they are fully paid up: 434
• Liability for issue of watered stock Corporate officers: 435
• Liability of purchaser with notice: 436
• Liability of the stockholder as transferee: 437
• Who may complain of the issue of watered stock: 439
• Constitutional provisions as to watered stock: 440
• Statutory provisions as to watered stock: 441
• G THE TRUST FUND DOCTRINE 299 The trust fund theory as to stock: 443
• Right of subsequent creditors to question right to convey corporate property: 448
• 301a American trust fund doctrine: 449
• Trust fund The theory obsolete: 450
• 301c Stock which is and that which is not chargeable with a trust: 451
• CHAPTER XIII: 452
• Call defined: 453
• When a call is necessary: 455
• Calls by whom to be made: 456
• Discretion of the directors in making: 457
• Notice of call or assessment: 460
• Call as to time and place of payment: 462
• Validity of calls: 465
• Mode of making calls: 466
• Payment of calls after transfer who is liable: 468
• 317a Calls upon shareholders for unpaid subscriptions: 469
• Pleading and practice in suits to enforce payment: 470
• Forfeiture the companys remedy upon unpaid calls: 471
• a Forfeiture of shares for nonpayment: 473
• b Notice of forfeiture: 475
• c Method of forfeiture: 476
• d Tender by stockholder before forefeiture: 477
• e The corporations claim for deficiency upon sale or forfeiture: 478
• f Shareholders relief in equity from forfeiture: 479
• Defenses to actions to enforce calls: 481
• c Infancy: 482
• e Bankruptcy of shareholder: 483
• g Statute of limitations as defense to contract of sub scriptions to stock: 484
• Assessment upon shareholders: 493
• a Assessment requires consent of all the stockholders: 494
• 337a c Sale of shares for nonpayment of assessments: 495
• Professor Collins rules as to subscription and payment: 501
• Payment may be in cash in stock or in stock dividend: 507
• Payment of less than par: 514
• 348a Fraudulent method of pretended payment: 520
• TRANSFER BY GIFT OR WILL: 521
• 350a Transfer of shares Sellers option to repurchase: 526
• f Transfer by jointowners: 532
• Gift of shares of stock: 537
• a The effect of transfer: 544
• e Transfers to a dummy a man of straw: 551
• 384: 565
• g of guardians: 572
• 396: 579
• Registered transfer absolute in form held a pledge when: 581
• Right to register the stock: 584
• Right to vote at corporate meetings: 585
• Remedies of the pledgor: 586
• Pledgors right of redemption: 587
• Registry when required by statute or charter: 588
• 410a Effect of omission to register: 590
• Provisions requiring registry: 591
• Effect of nonregisty of transfer: 593
• Presumption of fraud from failure to register: 595
• Registration as evidence and notice of title: 596
• Of defective transfer: 597
• Of transfer to an irresponsibe person: 598
• Right and duty of the corporation to refuse to register when: 599
• Grounds for refusal to allow registry Lien of the corpo ration: 600
• Of transfer of stolen or lost certificate: 602
• Liability of the corporation for allowing registry of forged certificate: 603
• Liability of the corporation for wrongful registry: 606
• Registry without surrender of the certificate: 608
• Remedies of the transferee for wrongful refusal to allow registry: 616
• Whether mandamus will lie to enforce registry: 618

Bibliographic information

• Title: A Treatise on the Law of Private Corporations: Also of Joint Stock Companies and Other Unincorporated Associations, Volume 1; A Treatise on the Law of Private Corporations: Also of Joint Stock Companies and Other Unincorporated Associations, James Hart Purdy
• Author: James Hart Purdy
• Publisher: T. H. Flood, 1905
• Original from: the University of Michigan
• Digitized: Jan 18, 2012
• Length: 2384 pages