The Law of Promoters: A Treatise on the Law of Promoters of Private Corporations, Covering the Rights and Liabilities of Promoters, and Also the Rights and Liabilities of the Corporation and the Subscribers for and Purchasers of Its Shares, the Rights and Liabilities of Persons Selling Property to the Corporation, and the Rights and Liabilities of All Other Persons as Affected by the Acts Or Omissions of the Promoters

Front Cover
M. Bender, incorporated, 1916 - Corporation law - 645 pages
 

What people are saying - Write a review

We haven't found any reviews in the usual places.

Contents

Corporations as promoters
13
Use of the word promoter in America
14
Meaning and effect of the term
15
Fiduciary relation
16
Inception of the relation
21
The same subject Purchase of property with view to re sale to corporation
23
The same subject Taking step in organization of cor poration
25
The same subject An illustrative case
27
Termination of the relation
28
CHAPTER II
30
chase specific property
31
Unenforceable agreements
32
Validity of agreements for employment
34
Invalid agreements for employment
36
CHAPTER III
56
Actions of accounting
62
Action to recover property conveyed or value thereof
68
Power of promoter to make contract for corporation after
73
Power of promoter to make contract for corporation
74
complete organization
78
Liability imposed upon corporation by act of incorpora tion or articles of association
79
Assumption of liability by the fully organized corporation
80
Status of promoters contract pending action of cor poration
83
Status of subscription agreements pending action of cor poration
85
Assumption of liability by agreement of corporation
88
The act of assumption
92
Necessity of consideration
96
Enforcement at law or in equity
100
Lord Cottenhams Rule
102
Obligation of corporation to pay for services in procuring contracts accepted by it
107
Materiality of circumstance that original contract made by less than majority of incorporators
109
Acceptance must be with full knowledge
110
Liability of corporation accepting benefit of contract not contemplating performance by it
112
The same subject Contracts of a continuing nature
114
The same subject Express adoption
116
The same subject Obligations cast upon assignee by terms of contract
117
Liability of the corporation as affected by nature of par ticular agreement
118
Varying written agreement of promoter
121
Subscription agreements
122
Notice to promoter as notice to the corporation
125
Admissions of promoter
129
Enforcement by corporation of contract made by promoter
130
Right of corporation to conveyance of property purchased for it by promoter
135
Effect of instrument naming projected corporation as grantee
136
Title to property which corporation is expressly organ ized to acquire
139
corporation
144
Enforcement of contract by promoter
147
Pleading the promoters contract
149
CHAPTER V
151
What expenses allowed
152
Compensation for services
154
Compensation of fraudulent promoters
159
Compensation for services in obtaining subscriptions
160
Amount of compensation by whom fixed
161
Compensation of persons employed by the rom ers
165
CHAPTER VI
170
Manner of taking profit immaterial
174
Taking shares as compensation
175
Taking commission or other compensation on sale to corporation
176
Accepting gift of money qualifying shares or other thing of value
178
Profit made by purchase and resale to corporation
180
Secret collateral agreements
182
Profits made in sustaining the market
183
Other collateral profits
184
Absence of dishonest intent or of injury to the corpora tion immaterial
185
Distinction between secret profits and sale of pro
187
Restrictions upon sale of promoters property to cor poration
188
Necessity of determining whether promoter acquired property before or after he entered upon relation
192
What is deemed acquisition of property
193
Property acquired by gift
195
Promoters rights under contract afterward modified
196
Expired options
197
Promoter who acquired property before commencement of relation sometimes treated as though he had ac quired it thereafter
198
CHAPTER VII
199
Disclosure to directors
202
Disclosure to subscribers
208
Nature of the disclosure Constructive notice
214
Waiver of disclosure
218
Facts that must be disclosed
219
Necessity of disclosing price paid by promoter
222
The same subject Effect of independent board of
226
Misrepresentations as to cost of property
227
Ratification by majority stockholders or by directors
228
Profits where promoters themselves the sole subscribers
232
The same subject Basis of the rule
235
The same subject Dummy stockholders
238
Legality of promoters profits where shares subsequently sold by subscription
246
Effect of subsequent issue not contemplated at time of original transaction
248
Effect of unsuccessful attempt to sell shares
249
Effect of subsequent sale of shares donated to treasury by promoters
250
The Old Dominion Copper Company litigations
255
The same subject Subsequent decisions
263
The same subject Discussion
265
OF PROMOTERS DEFENSES TO SUITS BY THE CORPORATION
270
CHAPTER XIII
271
Defense that defrauded syndicate in turn defrauded cor
279
moter
287
Defense of laches as depending upon nature of relief asked
296
Delay as defense to action at law upon a rescission
297
Effect of judgment for or against copromoter
298
CHAPTER IX
300
Where promoter misrepresents facts
306
Accounting for profits Rescission unnecessary
308
Remedies when promoters profit taken in money
309
Remedies in case of fraudulent representations
330
Liability of directors officers etc
331
Cancellation of secret agreements
332
Adequate remedy to be freely granted
333
CHAPTER X
334
Suits by receiver of corporation
336
Minority stockholders suits
337
Stockholders suits after receivership
340
Suits by stockholders other than original subscribers
341
Further of minority stockholders suits
343
The same subject Judicial discretion
345
Minority stockholder intervening to defend suit against corporation
347
Suits by creditors of corporation
348
Parties defendant
349
Actions against personal representatives of deceased pro moter
351
Parties defendant in minority stockholders suits
352
Suits at law and in equity
353
The same subject Rescission
354
Joinder of actions
355
Actions against promoters transitory
358
Conflict of laws
359
CHAPTER XI
360
Introductory
361
False representations in prospectus
362
The same subject Who entitled to sue thereon
363
False certificates
365
Indirect misrepresentations 0
366
Liability to brokers
367
Reliance upon false statements
369
The same subject Agreement not to rely on represen tations
373
Intent to deceive
381
Fraud by concealment
384
The same subject The English Companies Act
389
Materiality of representations
397
Materiality of concealment of mortgage
398
Materiality of representations as to promoters profits
399
Materiality of representations as to promoters interest
400
Materiality of representations as to identity or position of persons selling property to corporation
403
Materiality of representations in regard to directors
404
Materiality of representations in regard to subscriptions
406
The same subject Sham subscriptions
408
Materiality of representations as to identity of subscribers
411
Materiality of representations as to price paid for shares
413
Materiality of representation that stock sold is treasury stock
414
Misstatements as to value of shares
415
Materiality of representations as to legal status of com pany or shares
416
Representations as to future action
417
Falsity of representations
418
Interpretation of prospectus
419
Interpretation of prospectus in light of particular com plainant
421
Interpretation of prospectus in light of preliminary character
422
Interpretation of particular statements
425
Secret profits of promoter as fraud upon subscribers
428
Secret profits of promoter as traud upon subsequent pur chasers of shares
429
Misrepresentations giving rise to action by corporation
433
CHAPTER XII
436
Accounting for profits
438
Rescission of subscription
440
Rescission because of secret profit of promoter
446
Restoration of status quo as condition of rescission
448
Methods of effectuating rescission
449
Joinder of actions
451
OF DEFENSES TO SUITS BY INDIVIDUAL STOCKHOLDERS PAGE SECTION 244 Introductory
454
Defense that no benefit accrued to promoter
455
Absence of fraudulent intent
456
Prior recovery by corporation
457
Defense that plaintiff has disposed of his shares
458
Defense of election to disaffirm
459
Defense that representations concerning credit of another are not actionable unless in writing
462
Defenses to suits for accounting
463
Defenses to actions for rescission Election to affirm
464
Acts constituting election
466
Effect of election to affirm
469
Delay as defense to action upon a rescission
472
Rescission after insolvency of corporation
473
Defense that oral representations were merged in sub scription agreement
478
moters property to corporation 187
481
In action for accounting for profits
483
The same subject Allowance as compensation for services
484
Unlawful commissions bribes etc
485
Measure of damages in case of false representations
486
Measure of value of shares
487
CHAPTER XV
501
Rights of vendor receiving payment in bonds
523
Frauds of promoters upon one another as basis of action
533
CHAPTER XVIII
552
corporation
558
CHAPTER XIX
559
Expenses of attempted organization of corporation
560
Compensation of promoters
563
Contribution between promoters
564
Subscribers not liable for expenses of abortive promotion
565
Repayment of subscribers deposits
567
The same subject Circumstances under which expenses may be deducted
568
Liability upon subscription notes
569
Proof of abandonment of promotion
570
All promoters not necessarily liable for return of deposits
572
Recovery from depositary
573
Rights of purchasers of shares of abortive corporation
574
The same subject Voluntary account of promoter as bar to subscribers action for accounting
576
Accounting by promoters Disbursements allowable
577
Disposition of property acquired pending promotion of abortive corporation
579
Liability of promoters of defectively organized cor poration
581
Copyright

Other editions - View all

Common terms and phrases

Popular passages

Page 390 - ... director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the company...
Page 388 - ... or conditional, for the sale or purchase, or for any option of purchase, of any property to be acquired by the company, in any case where...
Page 200 - ... or been guilty of any misfeasance or breach of trust in relation to the company...
Page 386 - ... or management or deferred, shares, if any, and the nature and extent of the interest of the holders in the property and profits of the company...
Page 337 - ... that the plaintiff was a shareholder at the time of the transaction of which he complains, or that his share had devolved on him since by operation of law...
Page 391 - The purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus, or, (c) The contract depends for its validity or fulfilment on the result of that issue.
Page 387 - ... the amount payable on application and allotment on each share ; and in the case of a second or subsequent offer of shares, the amount offered for subscription on each previous allotment made within the two preceding years...
Page 456 - When once it is established that there has been any fraudulent misrepresentation or wilful concealment by which a person has been induced to enter into a contract, it is no answer to his claim to be relieved from it to tell him that he might have known the truth by proper inquiry. He has a right to retort upon his objector, 'You at least, who have stated what is untrue, or have concealed the truth for the purpose of drawing me into a contract, cannot accuse me of want of caution because I relied...
Page 17 - They stand, in my opinion, undoubtedly in a fiduciary position. They have in their hands the creation and moulding of the company; they have the power of defining how, and when, and in what shape, and under what supervision, it shall start into existence and begin to act as a trading corporation.
Page 289 - the doctrine of laches in Courts of Equity is not an arbitrary or a technical doctrine. Where it would be practically unjust to give a remedy, either because the party has, by his conduct, done that which might fairly be regarded as equivalent to a waiver of it, or where by his conduct and neglect he has, though perhaps not waiving that remedy, yet put the other party...

Bibliographic information