Cases on the General Principles of the Law of Private Corporations, 1±Ç

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Bowen-Merrill Company, 1902 - 2213ÆäÀÌÁö

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Sec 7
36
This artificial personality is recognized particularly
56
Sec 12
63
3 In general there is no visitorial power over foreign corpo
64
Sec 14
70
c Penal liability 2033
71
d Fraud forgery etc 1663
74
THE CORPORATION AND VARIOUS CLASSES OF PERSONS 1546
76
THE CORPORATION AS A COLLECTION OF INDIVIDUALS
79
2 When agreement reason or policy so requires
86
Palmer 21 R I 109 42 Atl 308 820
87
Secs 35860 1 Ultra vires acts are void because of legal incapacity
89
3 Fraudulent transfer by pledgee 1674
92
EXTERNAL RELATIONS 1805
96
Sec 20
97
Sec
110
Secs 5645 7 Gift of shares 1688
111
THE CORPORATION AS A FRANCHISE
113
c Requiring reports 1363
120
g Extraterritorial effect of a judgment Statute
122
e Special franchises 1388
134
Secs 245 2 And particularly this primary franchise belongs to
136
3 There may be secondary franchises etc owned by
143
Secs 278 4 The offer and acceptance of a franchise make a grant
150
To manage its own business
152
3 Right to dividends 1614
163
CORPORATIONS AS DISTINGUISHED FROM OTHER INSTITUTIONS
167
3 From fraternity or society
176
5 From costbook companies
182
Prospectus 2098
184
7 From state institutions
191
Bank of United States v Planters Bank 9 Wheat 904 558
199
Secs 389 b As to purpose
201
1 Notice to a director 1760
202
Acceptance is essential 1461
213
1 Quasi
214
9 Right to share in distribution of surplus assets upon dis
216
Secs 4143 c As to relation to the state corporations are
221
CHAPTER 15
225
1 As to method of acquiring membership
234
c Stock dividends 1622
239
2 Nuisance obstructing a stream 1239
247
THE BODY CORPORATE
258
Sec 6401 2 To dispose of its property
263
METHODS OF EXERCISEEvidence of SOVEREIGNs Consent
264
c Common law
270
3 Plenary
283
Sec
292
b Difference between method by general and
296
Secs 2967
298
CHAPTER 3
302
Sec
304
b In case of foreign corporations general rule 1651
305
b May be exclusive but not so unless expressly made so
309
CONSTITUTIONAL LIMITS
320
2 On state legislatures
326
3 On territorial legislatures
332
APPENDIX
337
The legislature shall pass no special
338
7 Effect of failure to comply with statutory provisions per
347
The legislature shall
360
Sec
361
Arcade Railway Co 113 N Y 93
363
Sec
367
The assent of twothirds of
373
PROMOTERS 1767
374
Sec
379
Statutory Commissioners
385
Incorporators under general statutes
391
ITS FORMATION OR ITS CONCEption
397
CONTEMPTS 1287
400
Owning and using real estate by a foreign corporation
407
ITS GENERAL FORMAN OFFER AND ACCEPTANCE
409
Acceptance may be inferred from signing articles holding meet
414
Sec
421
The CharterITS CONTENTS
426
b Suits in equity 1709
427
b Usual provisions in the general law
435
Sec 95b Interpretation of charters
441
Consideration of the agreement
448
General form of such contractmay be either a statutory
456
The state may make those who incorporate and not those
464
FORMS OF ASSOCIATION CONTRACTS COMMON LAW SUB
471
Notice of withdrawal
478
c Binding contract from time of making
491
Secs 1112 3 Subscription to agent or trustee
497
Sec 114
504
Sec 115
510
a Subscription valid condition void
522
Mistake
545
9 Statutes discriminating against nonresident corporations
549
m Situs of shares for taxation 1399
551
Sec 130
552
2 Express
594
c Names and residence of subscribers to stock
600
Fidelity and Casualty Ins Co 39 Minn 538 extract 1517
605
THE CORPORATION AND ITS MEMBERS OR SHAREHOLDERS 1559
608
g Acknowledging articles
609
ARTICLE V
614
ARISING FROM OWNERSHIP OF SHARES 1900
616
2 Reasons for not allowing collateral attack upon de facto
625
CONDITIONS OF CORPORATE EXISTENCE BY ESTOPPEL
630
3 Estoppel applies only where there is at least de facto
637
b To save a going concern 1923
638
Sec
643
B Parties estopped
644
Sec
649
2 Upon statutory liability
650
THE CORPORATE CREDITORS 1805
651
Sec
655
b Who seek to hold members liable as partners
656
c Dealers without knowledge of claim of corporate
662
Sec
663
b Or crimes affecting the apparent corporation
668
GOVERNMENTAL CONTROL OF CORPORATIONS 1291
670
2 Does not make a partnership
677
2 Stock companies
687
2
688
Sec 193
694
ARTICLE II
703
c Proportional 2009
707
n Taxation of shares held by aliens 1402
721
e Goodfaith shareholder only 1724
742
Sec 199
750
THE STATE AND CORPORATE CREDITORS 1805
752
Sec 202
757
3 To enforce contracts of subscription 1559
759
Note
763
Acceptance is essential 1447
764
Secs 2089 Nature function and purpose of capital stock
766
Capital capital stock surplus and franchise distinguished
778
Capital stockkinds common and preferred
785
An immaterial amendment can be accepted
793
Shares of stocknature of
794
4 As subjects of conversion
804
7 Location of shares for attachment
811
Acquisition of a name
817
560
824
Effect of misnomer
825
Secs 22930 Shareholders meetingnotice
835
Secs 2324 Place of meeting
841
Secs 2356 Directors meeting necessity notice quorum
848
Sec 436
851
MODE OF ACTION GENERALLY
854
No cor
859
Execution of contracts
862
RIGHTS OF THE STATE 1805
865
Happening of a condition or contingency prescribed in
871
Secs 2445 Surrender
877
Repeal
887
Contracts of shareholders
895
Reversion of land
903
THE CORPORATION AS A SUBJECT AND SOURCE
914
Special capacities
915
2 Express powers
926
PARTICULAR POWERS AND LIABILITIES
937
1 Generallyby actions at law and suits in equity 1291
945
Secs 2723
946
DOCTRINE OF ULTRA VIRES 1176
949
Sec 274
952
Secs 2767
960
Sec 278
967
THE CREDITORS AND CORPORATE OFFICERS
997
1 The state
1000
2 American ruletheories
1045
3 Power to acquire shares of stock in other corpora
1051
Secs 6612 A Common law liability of officers
1056
Sec 306
1065
Sec 310
1074
e Power to mortgage
1078
POWER TO ACT IN A PERSONAL RELATION
1087
Under statutes conditions imposed do not generally prevent
1093
Liability to be sued
1099
In what district
1106
Barneds Banking Company In re L R 3 Ch App Cas 105 1051
1111
In the state courtswhere found doing business
1115
What is doing business so as to authorize service of process
1121
General issue at law does not raise question of corporate
1128
Power to confess judgment
1134
b As evidence of agents or officers authority
1147
Sec 348 2 Power to make
1156
Goodhue Co Bank 49 Minn 483 1596
1159
Bryants Pond Steam Mill Co v Felt 87 Maine 234 474
1174
DISFRANCHISEMENT OF MEMBERS 1175a
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146 ÆäÀÌÁö - A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law. Being the mere creature of law, it possesses only those properties which the charter of its creation confers upon it. either expressly, or as incidental to its very existence.
451 ÆäÀÌÁö - In the following cases, every agreement shall be void unless such agreement, or some note or memorandum thereof [expressing the consideration], be in writing, and subscribed by the party to be charged therewith.
317 ÆäÀÌÁö - ... all the navigable waters of said state, shall be common highways and forever free, as well to the inhabitants of said state as to all other citizens of the United States, without any tax, duty, impost or toll therefor.
348 ÆäÀÌÁö - Corporations may be formed under general laws; but shall not be created by special act, except for municipal purposes, and in cases where, in the judgment of the Legislature, the objects of the corporation cannot be attained under general laws. All general laws and special acts passed pursuant to this section, may be altered from time to time or repealed.
29 ÆäÀÌÁö - The franchise, roadway, roadbed, rails, and rolling stock of all railroads operated in more than one county...
712 ÆäÀÌÁö - On more than one occasion this court has expressed the cautious circum>pection with which it approaches the consideration of such questions; and has declared that in no doubtful case would it pronounce a legislative act to be contrary to the constitution.
560 ÆäÀÌÁö - It is, we think, a sound principle, that when a government becomes a partner in any trading company, it divests itself, so far as concerns the transactions of that company, of its sovereign character,, and takes that of a private citizen.
359 ÆäÀÌÁö - No private or local bill, which may be passed by the Legislature, shall embrace more than one subject, and that shall be expressed in the title.
328 ÆäÀÌÁö - The General Assembly shall not pass local or special laws in any of the following enumerated cases...
343 ÆäÀÌÁö - The Legislature shall have no power to pass any act granting any special charter for banking purposes ; but corporations or associations may be formed for such purposes under general laws.

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