A Treatise on the Law of Intercorporate Relations

Front Cover
Little, Brown,, 1909 - Antitrust law - 924 pages
 

Contents

226
liv
Canal etc R Co v St Charles
lvi
Chester Nat Bank v Atlanta
lvii
PART I
11
Chicago etc R Co v Ashling 16
16
Distinction between Consolidation and Sale
18
Cook County Land
19
Illinois Cent R Co 22 225
22
CHAPTER II
24
Eastern R
32
Power of Legislature to withdraw or limit Right to consolidate
46
McNeeley
47
CHAPTER III
58
Enforcement of Provisions against Consolidation of Competing
77
Requisite Number of Stockholders C Under Enactments
84
Rights and Remedies of Dissenting Stockholders
90
588 658
94
METHOD OF CONSOLIDATION
100
Cincinnati etc R
103
Camden Safe Deposit etc Co v
110
EFFECT OF CONSOLIDATION UPON STATUS OF CONSOLIDATING
113
Mill Owners Mut
119
Construction of Particular Consolidation Acts
120
258
122
Patterson
125
CHAPTER VII
126
Hamsher
128
Subscriptions
132
Savannah etc R Co 305
135
Berlin Machine Works v Perry
137
Exemptions from Taxation
139
Right of Eminent Domain
146
CHAPTER VIII
149
Boyd
155
Liability of Consolidated Company to Bondholders and Preferred
156
H W Johns
160
Liens
162
Procedure regarding Pending Suits
171
Chicago etc R
173
Lease of Railroad invalid without Legislative Authority
177
Chicago etc Coal
178
New York Elevated
185
Consolidation of Corporations of Different States How authorized
186
Doaul
191
ARTICLE I
201
Barnes
204
County Court v Baltimore
207
Sale of Entire Property of Losing Corporation by Majority Vote
210
Schlag
213
Indianapolis Mfg Union v Cleve
216
Procedure in Stockholders Actions
221
Tacoma R etc Co 226 228
226
Exchange of Property of One Corporation for Stock of Another
227
Stock received upon Exchange belongs primarily to Corporation
234
543
236
Farmers etc Bank
238
Fraudulent Sales
243
402
250
Priority of Purchasers Mortgage over Claims of Vendors Creditors
251
156
253
Jesup 51 178 256 270 280
256
Deposit Bank v Barrett
262
Marietta
264
State
271
121
274
Indispensable Property cannot be alienated or taken on Execution
279
What Railroads may be the Subject of Sale Statutory Provisions
289
Lundstrom
295
Acquiescence of Stockholders
296
378
297
153 Rights of Vendor Corporation after Authorized Sale
299
Cochrane
301
County of Gloucester Bank v
303
Exemptions from Taxation
305
Atlanta etc R Co v State
306
Capital Traction Co v Offut
309
PART III
312
Test of Indispensability
320
Atlantic etc Tel Co v Union
321
B Provisions not authorizing Leases
323
Yazoo etc R Co 27 44
325
Mitchell
330
Remedies of Dissenting Stockholders
349
258
351
Formalities attending Execution of Lease of Railroad
356
Covenant to pay Damages and defend Suits
360
200
362
Bienville Water Supply Co v
366
830 832
367
Covenant to pay Taxes
370
CHAPTER XIX
377
419
378
Manhattan El R Co
383
529
384
Liabilities of Lessor Corporation
385
392
392
Lessor cannot avoid Primary Obligations unless exempted
394
Columbia etc R Co 328
395
Chappell
398
Liability of Lessor for Negligent Operation of Railroad C
400
181 187
401
Taxation of Leased Railroads
406
Chicago etc R
408
Statutory Liability of Lessee
414
Pittsburgh etc R
419
152
476
Can a Majority effect Consolidation upon giving Security to Dissent
480
Express Power to acquire Stock
483
etc R
493
Incidental Power to acquire Stock
499
Atchison etc R
502
Incidental Power to acquire Stock in Connection with Consolida
505
Bailey
510
Lincoln 239 511 512
511
CHAPTER XXVI
516
State
517
What Incidents of Ownership attach to Ultra Vires Holdings
529
288a Status of Parties to Ultra Vires Purchases of Stock
530
Liability for Assessments upon Ultra Vires Holdings
532
Ultra Vires Contracts for Purchase of Stock Who may question Validity of Ultra Vires Purchases Dependent Contracts
535
Independent Contracts
536
Holding Stock to prevent Competition
538
Remedies in Case of Ultra Vires Stockholding
539
CHAPTER XXVII
542
Property
543
Distinction between Control and Community of Interest
544
Distinction between Control and Consolidation
545
Status of Corporations as Controlling Stockholders
547
Remedies of Minority Stockholders of Controlled Corporation
550
COMBINATIONS OF CORPORATIONS ARTICLE I
552
Definition of Term Association
553
Definition of Term Trust
554
Definition of Phrase Corporate Combination
555
Evolution of the Combination
556
Formation of Associations
557
Formation of Trusts
559
Formation of Corporate Combinations
560
Analysis of Principles determining Legality of Combinations
561
CHAPTER XXIX
562
American Biscuit etc Co v
569
CHAPTER XXX
570
116 Central Trust Co v Continental
575
Longstreet
576
ARTICLE II
578
327a Remedies and Procedure in Case of Conspiracies
587
CHAPTER XXXII
593
Case of the Monopolies
594
The Right to condemn Stock
598
CHAPTER XXXIII
602
Pullman Southern Car Co
604
Toledo etc R Co 259 506
605
State
617
CHAPTER XXXV
633
Analysis of Rule
639
345
644
Chicago etc R
650
Corporations
653
Central etc R Co 77 520
663
American Union
666
RIGHTS AND REMEDIES
667
Crystal Ice Co v Wylie
668
Kinner v Lake Shore etc R Co
673
69
675
Coal Creek etc R
683
ARTICLE III
688
Constitutionality of Act B Power of Congress under Com
694
CHAPTER XXXIX
700
Munson Steamship
708
Continental Building etc Assn
719
Restraint upon Interstate Commerce must be Direct
726
Application of Statute of Combinations of Railroads and other
734
Delaware etc R Co v Rutter
738
East Lincoln v Davenport
744
Application of Statute to Contracts concerning Market Quotations
745
408
746
Frank
748
Raff
750
Criminal Proceedings
751
410
758
State
762
American Grocery Co 211 214
768
Power of State to prohibit Combinations of Quasipublic Corpora
785
R
788
Validity of State Statutes tested by Fourteenth Amendment
791
72
799
CHAPTER XLII
807
64
814
Wolsey
818
Barber Asphalt Co 597 716
819
American Fire Ins Co v State
824
60
828
470
829
Concord etc R Co 92 96
832
CHAPTER XLIII
836
Criminal Proceedings Indictments
840
Proceedings to enforce Forfeitures
844
Proceedings against Corporations
846
Actions for Damages
847
Evidence Production of Books
850
Statutes of Limitation
851
INDEX
853
Chicago etc R Co 387
859
242 243
868
Smallcomb
879
212
887
Toledo etc R Co 32 161
895
Sales of Surplus Property
904
129a Ultra Vires Sales of Property of Private and Quasipublic Corpora
918
516
922
Copyright

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Page 751 - SEC. 4. The several circuit courts of the United States are hereby invested with jurisdiction to prevent and restrain violations of this act; and it shall be the duty of the several district attorneys of the United States, in their respective districts, under the direction of the attorney-general, to institute proceedings in equity to prevent and restrain such violations.
Page 702 - Provided, that no person shall be prosecuted or be subjected to any penalty or forfeiture for or on account of any transaction, matter, or thing concerning which he may testify or produce evidence, documentary or otherwise, in any proceeding, suit, or prosecution under said acts : Provided further, that no person so testifying shall be exempt from prosecution or punishment for perjury committed in so testifying.
Page 721 - If it be held that the term includes the regulation of all such manufactures as are intended to be the subject of commercial transactions in the future, it is impossible to deny that it would also include all productive industries that contemplate the same thing. The result would be that Congress would be invested, to the exclusion of the states, with the power to regulate, not only manufactures, but also agriculture, horticulture, stock raising, domestic fisheries, mining — in short, every branch...
Page 664 - That it shall be unlawful for any common carrier, subject to the provisions of this act to enter into any contract, agreement, or combination with any other common carrier or carriers for the pooling of freights of different and competing railroads, or to divide between them the aggregate or net proceeds of the earnings of such railroads, or any portion thereof...
Page 717 - Commerce, undoubtedly, is traffic, but it is something more, — it is intercourse. It describes the commercial intercourse between nations and parts of nations in all its branches, and is regulated by prescribing rules for carrying on that intercourse.
Page 792 - Amendment, broad and comprehensive as it is, nor any other amendment was designed to interfere with the power of the State, sometimes termed its ' police power,' to prescribe regulations to promote the health, peace, morals, education and good order of the people, and to legislate so as to increase the industries of the State, develop its resources and add to its wealth and prosperity.
Page 62 - No railroad, canal or other corporation, or the lessees, purchasers, or managers of any railroad or canal corporation, shall consolidate the stock, property, or franchises of such corporation with, or lease or purchase the works, or franchises of, or in any way control any other railroad or canal corporation, owning or having under its control, a parallel or competing line...
Page 769 - Every person who shall make any such contract or engage in any such combination or conspiracy, shall be deemed guilty of a misdemeanor...
Page 691 - Whenever it shall appear to the court before which any proceeding under section four of this act may be pending, that the ends of justice require that other parties should be brought before the court, the court may cause them to be summoned, whether they reside in the district in which the court is held or not ; and subpoenas to that end may be served in any district by the marshal thereof.
Page 674 - The test," says Judge Duncan in Swan v. Scott, 11 Serg. & R. 164, "whether a demand connected with an illegal transaction is capable of being enforced at law, is whether the plaintiff requires the aid of the illegal transaction to establish his case.

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