Ruling Case Law: As Developed and Established by the Decisions and Annotations Contained in Lawyers Reports Annotated, American Decisions, American Reports, American State Reports, American and English Annotated Cases, American Annotated Cases, English Ruling Cases, British Ruling Cases, United States Supreme Court Reports, and Other Series of Selected Cases, Volume 7

William Mark McKinney, Burdett Alberto Rich

Edward Thompson Company, 1915 - Law

Contents

• In General INCORPORATION UNDER GENERAL LAWS: 25
• Purposes of Incorporation in General: 26
• Manufactures and Trade: 27
• Illegality of Purpose: 28
• Application for Incorporation or License to Organize: 29
• Number and Qualification of Incorporators in General: 30
• Married Women as Incorporators: 31
• Compliance with Requirements of Statute in General: 32
• Articles of Incorporation in General: 33
• Omission to State Name of Corporation: 34
• Signing and Acknowledging Articles: 35
• Filing or Recording Articles: 36
• Incorporation Fees in General: 37
• Extension Reorganization Consolidation and Merger of Existing Corpora tions: 38
• Subscription to and Payment of Stock: 39
• Organization of Corporation: 40
• Statutory Ratification or Recognition of Defective Incorporation: 41
• In General IV De Facto Corporations: 42
• Existence of Law Authorizing Incorporation: 43
• Attempt to Incorporate in General: 44
• Failure to Comply with Particular Requirements: 45
• User or Exercise of Particular Powers: 46
• Effect of Expiration of Charter: 47
• Status and Incidents of De Facto Corporation in General: 67
• Attacking Validity of Incorporation: 68
• General Construction of Corporate Charters: 69
• Promotion of Corporations 50 Who Are Promoters 51 General Duty of Promoters to Corporation and Stockholders: 70
• In General CONTRACTUAL NATURE OF CHARTER: 71
• Sale of Property to Corporation in General: 72
• When Sales to Corporation Upheld: 73
• Compensation and Reimbursement for Services and Expenses: 74
• In General: 75
• Persons Liable to Corporation or Stockholders 56 To Whom Promoters Liable: 76
• Extension Renewal or Revival: 77
• Enforcement of Liability in General: 78
• Limitation of Actions and Laches: 79
• General Liability of Corporation on Contracts of Promoters: 80
• Adoption or Ratification of Contracts in General: 81
• Mode of Adoption or Ratification 62 Enforcement of Promoters Contracts: 82
• Incorporation of Associations and Partnerships: 83
• De Facto Existence of Corporation: 84
• Liability of Promoters for Their Contracts and Representations: 85
• Rights and Liabilities of Promoters Inter: 86
• Corporate Existence and Franchise: 87
• In General: 88
• Acceptance of Amendment in General: 89
• Reservation of Power to Alter etc in General: 90
• Assent to Exercise of Reserved Power: 91
• Particular Exercise of Power of Alteration: 92
• Limitations on Exercise of Reserved Power: 93
• Exercise of Conditional Power of Alteration: 94
• Effect of Alteration etc in General: 95
• Property Rights Protected: 96
• Unfair Use of Corporate Name in General: 103
• Equitable Relief against Unfair Use in General: 104
• Particular Considerations Affecting Grant of Equitable Relief: 105
• In General: 106
• Act of Sealing and Effect: 107
• Proof of Seal SEAL: 108
• Liability on Contracts Not under Seal: 109
• Name Seal and Domicil Residence or Place of Business: 126
• Restrictions on General Authority: 137
• What Are Parallel and Competing Railroads: 138
• In General DOMICIL RESIDENCE OR PLACE OF BUSINESS: 139
• Corporations Chartered in Two States 112 Place of Doing Business as Residence: 140
• Particular Results from Theory of Domicil: 141
• In General VIII ByLaws and Records: 142
• Power to Enact or Amend in General: 143
• In Whom Power Vested: 144
• General Validity of ByLaws: 145
• Validity of Particular ByLaws: 146
• Extinguishment of Constituent Corporations: 147
• ByLaws Regulating Elections 120 ByLaws Regulating Transfer of Stock 121 Persons Affected by ByLaws: 148
• Special Privileges Immunities and Duties in General: 149
• General Enforcement: 150
• In General: 151
• Admissibility in Evidence: 152
• Effect of Constitutional Provisions at Time of Consolidation: 153
• Proof of Records 126 Conclusiveness of Records: 154
• GENERAL PRINCIPLES: 155
• Purchase Lease and Reorganization Distinguished from Consolidation: 156
• Right to Stock in Consolidated Corporation 130 Effect of Invalid Consolidation: 157
• Lien of Creditors of Constituent Corporations: 158
• NAME: 159
• Source of Authority: 160
• Sufficiency of Legislative Sanction in General: 161
• Necessity that Each Constituent Corporation Have Authority: 162
• Imposing Conditions: 163
• Jurisdiction of Courts over Consolidated Corporations X Capital Stock and Its Incidents GENERALLY: 164
• What Is Capital or Capital Stock: 165
• Nature of Property in Shares: 166
• Situs of Shares: 167
• Concentration of Shares in Hands of One Person: 168
• Creditors RightsTrust Fund Doctrine: 169
• Preferred or Guaranteed Stock: 170
• Preferred Stockholders as Creditors: 171
• Alteration in Amount of Stock: 172
• Legislative Authority to Alter Amount: 173
• Proceedings to Effect Alteration: 174
• Liability of Corporation for Fraudulent Increase in Amount: 175
• Stockholders Right to New Stock: 176
• Generally LIEN OF CORPORATION ON SHARES: 177
• Foundation of Lien: 178
• Incidents of Lien: 179
• Capital Stock Not Fixed: 206
• Subscriptions to Be Counted: 207
• Waiver of Requirement: 208
• Generally ASSESSMENTS ON FULLY PAID SHARES: 211
• Statutory or Charter Authority STOCK CERTIFICATES 182 Necessity for Certificate: 212
• Nature and Characteristics 184 Negotiability Assignability: 213
• Lost or Mislaid Certificates 186 Generally ISSUANCE OF STOCK CERTIFICATES: 215
• Compelling Issuance: 216
• Consideration Paid for Stock: 217
• Overissuance of Certificates: 218
• Fraudulent and Forged Certificates: 219
• Generally XI Subscriptions to Shares CONTRACT OF SUBSCRIPTION IN GENERAL: 221
• What Constitutes Subscription: 222
• Offer and Acceptance: 223
• Persons Receiving Subscriptions: 224
• Formal RequisitesNecessity for Writing: 225
• Consideration 197 Construction of ContractParol Evidence: 226
• Assignment of Subscriptions: 227
• Validity Generally 200 Generally CONDITIONS ATTACHED TO CONTRACT: 228
• Performance of Conditions: 229
• Nature of Condition: 230
• Requirement that All Stock Be Subscribed: 231
• Foundation of Requirement 205 Statutory Provisions Affecting Requirement: 232
• COLLATERAL AGREEMENTS 209 Generally 210 Repurchase of Stock: 236
• FRAUD AND MISREPRESENTATION 211 Subscriptions Induced by Fraud Generally: 238
• Elements of Fraud or Misrepresentation: 239
• Waiver and Estoppel: 240
• Insolvency of CorporationCreditors Rights: 241
• Generally WITHDRAWAL OR CANCELLATION 216 Prior to Incorporation 217 Generally PAYMENT 218 Time for Paying Subscriptions 219 Me...: 250
• Pleadings: 633
• Evidence: 660
• Generally: 662
• COUNTIES: 773
• Corrupt Practices Acts: 779
• COTENANCY: 805
• 232233 Generally 234 Transfer of Shares 235 Generally: 834
• Alterations of Charter 237 Statute of Limitations: 852
• In General 98 Change of Name in General 99 General Effect of Change of Name: 891
• Counsel: 913

Bibliographic information

• Title: Ruling Case Law: As Developed and Established by the Decisions and Annotations Contained in Lawyers Reports Annotated, American Decisions, American Reports, American State Reports, American and English Annotated Cases, American Annotated Cases, English Ruling Cases, British Ruling ..., Volume 7; Ruling Case Law: As Developed and Established by the Decisions and Annotations Contained in Lawyers Reports Annotated, American Decisions, American Reports, American State Reports, American and English Annotated Cases, American Annotated Cases, English Ruling Cases, British Ruling Cases, United States Supreme Court Reports, and Other Series of Selected Cases, William Mark McKinney
• Editors: William Mark McKinney, Burdett Alberto Rich
• Publisher: Edward Thompson Company, 1915
• Original from: UC Southern Regional Library Facility
• Digitized: Aug 7, 2018