Cyclopedia of the Law of Private Corporations, 7권

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Voluntary liquidation
7388
Joinder of causes of action
7397
Excuses for failure to exhaust remedies against corporation
7405
Sufficiency and validity of judgment execution and return
7411
Conclusiveness of order or decree assessing stockholders
7422
Application of the statute of limitations General principles
7429
Interruption or tolling of statute
7446
4241 Liability of estates of deceased stockholders
7447
Liability of stockholders in national banks
7449
4243 Extension or reduction of time by the legislature
7451
Conflict of laws
7452
Laches
7455
Setoff of debts due to stockholders
7456
Priority as between creditors distribution
7462
Enforcing liability in other statesGeneral principles
7463
Where a special remedy is prescribed by the statute
7473
4250 Method of enforcing liability in other states
7475
4251 Pleading and proof
7484
Conclusiveness of judgment or assessment
7486
Right of receivers etc to sue in foreign state
7489
Discharge of stockholders waiver release and paymentScope
7494
Release of individual stockholders
7496
Effect of taking guaranty from stockholders
7497
Payment by or release of corporation
7498
Release by corporation
7499
Payments by stockholders
7500
Recovery of judgment against stockholder
7505
Insolvency or bankruptcy proceedings with respect to the corpora tion
7506
Insolvency or bankruptcy proceedings with respect to stockholder
7509
4266 Contribution among stockholders
7511
Subrogation
7515
Recovery of voluntary payments
7517
Right to levy assessments generally
7518
Power conferred by agreement or consent
7521
Power conferred by charter or statute
7523
Purpose and amount of assessment conditions precedent
7528
Persons liable rights and liabilities of pledgees agents and trustees
7531
Mode of levying assessments equality
7533
Enforcement of assessments forfeiture
7536
Estoppel of stockholders acquiescence
7541
Remedies in case of unauthorized or irregular assessments or for feitures
7542
Contracts that stock shall be nonassessable
7544
INDIVIDUAL LIABILITY AND RIGHTS ON FAILURE TO INCORPORATE 4280 Scope of subdivision
7545
Liability to third persons generally
7546
CHAPTER 57
7562
CONSTITUTIONAL LIMITATIONS ON AMENDMENT OR REPEAL
7568
Of the contract between the corporation and its stockholders 7575
7575
Legislation changing or affecting remedies
7581
Corporations affected
7591
Injustice to corporators prohibited
7600
Constitutional restrictions
7604
Impairing or defeating objects of grant grant of additional powers
7605
Changes as fundamental and material and as incidental or aux iliary
7607
Arbitrary and unreasonable amendments
7610
PARTICULAR ALTERATIONS AMENDMENTS AND REPEALS 4321 Banks
7611
Change of name
7612
Contracts of corporations
7613
Contracts of stockholders
7614
Corporate reports
7616
Franchises for use of streets
7617
Masters and servants rights and liabilities
7618
4334 Railroad companies
7620
Rates and charges of railroads and other quasi public corporations
7623
Schools and colleges
7625
Taxation
7626
By courts
7627
By corporations or their members
7628
Procedure registration fees etc
7632
ACCEPTANCE OF AMENDMENT 4345 Necessity of acceptance
7635
Authority to accept
7637
Power of majority to bind minority
7638
EFFECT OF AMENDMENT OR REPEAL 4349 Repeal
7640
AmendmentEffect in general
7641
Grant of special charter
7642
Presumptions as to validity of amendment or repeal intent to repeal
7643
Estoppel and laches as to amendment and acceptance
7645
Enjoining illegal amendments
7647
PUBLIC SERVICE COMMISSIONS PAGE
7648
Present value as testGeneral rule
7652
CHAPTER 58
7653
General view of the situation
7654
Corporation considered as aggregation of individuals for purpose of regulation
7655
Police power in general
7656
Police power as applicable to corporationsIn general
7657
4361 Growth and expansion of the police power
7658
Limitations upon the power to regulate public service companies
7659
Grant of special franchise to use streets or contract as affecting police power
7660
Constitutional limitations
7661
WHO MAY EXERCISE THE POWER 4367 In general
7662
Interstate Commerce Commission
7664
State legislatureIn general
7665
Power to delegate authority
7666
General rules
7667
Insurance companies
7670
Power to regulate not confined to corporations whose business is affected with a public interest
7671
Corporations subject to jurisdiction of public service commissions
7672
General considerations
7674
Construction of statutes creating commissions
7676
Extent and scope of powers of commissionsIn general
7678
Powers of state commission over interstate railroads
7679
Conflict of jurisdiction as between public service commission and municipality
7680
Compelling corporation to fulfil its duties or comply with order of commission
7681
Procedure before commission
7682
Illustrations of rules
7686
Impairment of contractIn general
7689
Power to revoke or burden franchises
7690
Power to revoke exclusive franchise
7692
Unreasonable regulations
7693
Impairment of franchise
7695
Penalties and forfeitures
7696
Notice to corporation as essential to due process
7697
Regulations applicable only to corporations
7699
Regulations applicable only to certain class of corporations
7702
Regulations applicable only to certain corporations of a particular class
7703
4408 Regulations of railroad companies
7704
Regulations of mining companies
7707
Regulations of insurance companies
7708
Regulations of telegraph companies
7709
Regulations of banks
7710
Regulations as to remedies procedure or punishment
7711
PARTICULAR REGULATIONS OTHER THAN THOSE RELATING TO RATES 4417 General considerations
7712
Requiring certificate of public convenience and necessity
7713
Requiring extensions of service
7719
Requiring permit to excavate in streets
7725
or by state
7731
Regulations of railroad companiesIn general
7737
Requiring stopping of trains at stations
7743
Requiring signals or flagmen
7749
Regulations as to poles and wires
7755
Requiring physical connection of lines
7761
Regulation of insurance companies
7764
Regulation of banks
7765
Power to regulate not dependent vpon monopolistic character of business or upon grant of special privilege
7767
Power to regulate not confined to regulation of corporations
7768
time
7769
Power as extending to increasing as well as reducing rates
7770
Rates of municipal plants
7772
Power of municipality to contract as to rates
7773
Company as precluded from denying power to contract or reason ableness of rates
7775
Penalties for violation of rate laws
7776
4478 State
7777
Public service commission
7779
Municipal corporationIn general
7780
Express power
7781
Particular delegations of power
7783
Regulating rates outside municipality
7785
Courts
7786
Regulation of Rates as Violating Constitutional Provisions 8 4485 Interference with interstate commerce
7787
Due process of law
7788
Impairment of obligation of contractIn general
7790
As dependent upon power of state to make contract as to rates
7793
As dependent upon power of municipality to make contract as to rates
7794
Effect of reservation of right to regulate rates
7800
Charter itself as contract precluding subsequent regulation of rates
7804
Franchise as constituting an actual contract as to rates
7805
Power of municipality to change rate as distinguished from power of state
7809
Right of corporation or commission to increase rates
7811
Regulations as impairing contracts between corporation and third person
7813
Waiver or abandonment of contract rights
7814
Discrimination in Rates 8 4498 General considerations
7815
Rule as applicable to municipal plants
7817
Different rates for individual consumers and municipality
7818
Free or reduced rates for particular passengersIn general
7819
Excursion rates
7820
Reduced rates for school children or those under certain age
7821
Forbidding issuance of free passes
7822
Prohibiting corporation from collecting less than rates fixed
7823
Power of state to abrogate discriminatory contract made by public service company
7824
Matters to be considered
7827
Effect of incorporation after enactment of rate regulation
7829
Reasonableness of freight rates on particular commodities
7830
Statement of rule
7831
Circumstances justifying rate producing no profit or very small profit
7832
What constitutes value of service to patron or consumer
7834
Reasonableness of return as a whole
7835
Reasonableness as affected by comparison with rates of other com panies or in other localities
7838
Probable increase of business from decrease in rates
7839
Methods of valuation in general
7840
What constitutes value in general
7843
Par or market value of stock and bonds
7851
Goodwill as item of value
7860
Operating expensesIn general
7867
PROCEDURE CONNECTED WITH REGULATIONS AND REVIEW THEREOF
7877
Conclusiveness of expert evidence
7883
Introduction of new evidence
7891
4563 Separable provisions
7902
Certiorari
7910
Definition of tax power to tax in general
7914
Power of taxation distinguished from power of eminent domain
7925
Classification
7938
Due process of lawIn general
7953
Equal privileges and immunities
7969
Regulation of interstate or foreign commerceIn general
7980
Basis and mode of valuation
8004
Capital stock
8078
Delegation of taxing power
8103
Personalty in general
8109
4611 Credits
8115
4612 Property in transit
8124
Rolling stock
8131
Vessels
8135
Water rights and water power
8139
Assessment and valuation
8140
Back taxes
8153
Collection of taxes
8158
Remedies for illegal taxation
8159
OF THE STOCK SHAREHOLDERS AND BONDHOLDERS 4620 Taxation of sharesIn general
8172
4621 National bank shares
8177
Situs of shares of stock in general
8182
Nonresidentowned shares in domestic corporations
8184
Residentowned shares in foreign corporations
8185
National bank shares
8195
Deposits of bonds etc by foreign corporations
8196
Assessment and valuation
8198
Remedies for illegal tax or assessment
8201
EXEMPTIONS FROM TAXATION 4630 In general
8204
Constitutional exemption
8205
When constitutional prohibition exists
8210
Consideration for grant of exemption
8214
Grant of exemption as bounty
8215
Impairment of contract of exemptionIn general
8217
Reservation of power to alter amend or repeal
8220
Necessity that grant be express
8223
Construction of exemption in general
8232
Corporations entitled to exemption
8233
Property included in exemptionIn general
8242
Use of property
8245
Exemption of stock or capital stock as exemption of property
8252
Exemption of shares of stock as exemption of capital stock franchises and property of corporation
8255
Exemption of property or capital stock as exemption of shares of stock
8256
Taxes included in exemption
8258
Duration of exemption
8259
Transfer of exemption
8262
Effect of consolidation or merger
8267
Abandonment surrender or waiver of exemption
8271
PRIVILEGE TAXES LICENSES AND INCORPORATION AND STOCKINCREASE FEES 4651 Privilege taxes and licenses
8273
Incorporation and stockincrease fees
8278
Residentowned stock in foreign corporations
8287
Valuation
8293
RIGHTS AND LIABILITIES OF ASSENTING STOCKHOLDERS PAGE
8299
What constitutes consolidationIn general
8302
Reorganization
8308
Power of logislature
8314
Statutory prohibitionsIn general
8321
Withdrawal or impairment of authority
8325
Consent of stockholders
8326
Consent of creditors
8329
Power of de facto corporations to consolidate
8330
PROCEDURE TO EFFECT CONSOLIDATION 4688 General rules
8331
Substantial compliance with statute
8332
Contents of the articles or agreement
8334
Construction of articles or agreement
8335
Authentication of agreement
8336
Payment of incorporation fees
8337
Election of officers
8339
Consolidation as creating new companyGeneral rule
8340
As dependent upon intention of parties 4703 Extinguishment of constituent corporationsIn general
8343
Where attempted consolidation is ineffectual
8344
Conti uance of constituent companies for particular purposes
8345
Transfer of property without consolidation or merger
8347
In case of consolidation 83
8349
As dependent on laws in force at time of consolidation
8351
Title to property
8352
Contracts and claims of consolidating corporations
8353
Subscriptions to stock
8355
Power of new corporation to execute trusts conferred on constituent companies
8356
Exemptions and immunities as passing to new companyIn general
8358
Exemptions of officers and stockholders as distinguished from exemptions of corporations
8360
Effect of constitutional limitations and provisions
8361
Effect of reservation of power to alter or repeal charters
8362
Privilege or exemption enjoyed by only one corporation
8363
Exemption from taxation
8364
Rate exemptions
8366
DEBTS LIABILITIES AND BURDENS 4729 General considerations
8368
Liens and obligations running with the propertyIn general
8369
Obligations and covenants running with the property
8370
Consolidation or agreement to assume liabilities as creating lien
8371
8372
8372
Priorities
8373
Statutes continuing existence of constituent companies
8377
Effect of taking judgment against constituent company
8378
Changing statutory liability by agreement
8379
Necessity for writing
8380
Effect on rights of creditors
8383
Where new corporation created by consolidationIn general
8384
Liability for torts
8386
Liability as limited to value of property received
8387
In case of statutory merger
8388
Liability for torts
8392
Fraud in general
8393
Where transferee takes with notice of claims
8396
Property as subject to equitable lien
8400
Liability as limited to value of property received
8401
In case identity of corporation is unchanged
8402
In case of lease of all the property
8403
In general
8404
Rights as dependent upon statute and consolidation agreementGen eral rule
8405
Agreement to exchange stock
8407
Prior rights as to dividends
8408
Distribution of stock as dividend
8409
Liability on subscription to stock
8410
Rights of third persons
8411
Rights of consenting stockholdersIn general
8412
Recovery by stockholder of stock delivered under illegal contract
8414
Rights of constituent companies
8415
DE FACTO CONSOLIDATED CORPORATIONS 4785 General rule
8416
Attempted consolidation as a dissolution
8417
Power to enforce subscriptions to stock
8419
Grounds for enjoining or setting consolidation asideGeneral rule
8420
Effect of delay in suing
8422
Jurisdiction parties and procedure in actions to prevent or set aside consolidation
8424
Rights against consolidated companyIn general
8425
Statutory proceedings for appraisement of value of stock
8427
Rights against corporate officers
8428
Pleading 8135
8435
Evidence of consolidation and presumptions in favor of
8441
Power to transact business in each of statesIn general
8449
Jurisdiction of courts over actionsGeneral rules
8456
THE REORGANIZATION AGREEMENT PAGE
8461
Right of mortgage trustee to purchase as representative of the bond
8463
CHAPTER 61
8465
Successors and succession
8467
Distinguished from mere change of name
8468
Distinguished from mere amendment of charter or extension or revival
8469
Reorganizations as favored by the courts
8471
Reorganization as ground for abatement of action
8474
Collateral attacks on reorganization
8476
Authority of directors as distinguished from stockholders
8477
Where original company illegally or ineffectually created or organized
8478
Methods of reorganizationIn general
8479
Readjustment of securities
8480
Reorganization by voluntary transfer to new company 4855 Statutory procedure in Maine
8481
Reorganization in connection with judicial or execution saleIn general
8482
Legality of such reorganization agreement
8484
Statutory provisions
8485
Purchase of corporate property as itself making purchasers a cor poration
8487
Agreement in regard to reorganization as contained in mortgage
8489
Where all of stockholders assent
8491
Where transfer is not in good faith
8496
Effect of reorganization
8498
Repeal or amendment of statutory authority as impairment of con tract
8501
Change of state bank into national bankStatutory authority
8502
Effect of reorganization as to rights and liabilities
8503
Liabilities of shareholders
8505
Contents in general
8506
Where there is fraud
8507
Intention to create monopoly
8509
What law governs
8510
Agreement to accept securities
8512
Provisions as to expenses of reorganization
8513
Evidence of agreement
8514
All or part of bondholders
8515
All or part of creditors at large
8516
RIGHT TO PARTICIPATE IN REORGANIZATION AS CONFERRED BY REORGANI ZATION AGREEMENT OR STATUTE AND COMPLIANC...
8517
Time within which to joinIn general
8518
Time as limited by statute
8519
General rules
8521
Deposit of securities as making depositor a party
8523
Silence as equivalent to consentIn general
8524
Failure to dissent as equivalent to consent as provided for by re organization agreement
8525
Rights of participating bondholders in and to property bought in for their benefit
8526
Acceptance of new securities as satisfaction of claims of recipients
8527
Distribution of securities of new company
8529
Powers rights and dutiesIn general
8530
Power to construe reorganization agreement
8532
Organization of new company in sister state
8533
Right to intervene in foreclosure suit
8534
Duty to adopt plan of reorganization before sale in foreclosure suit
8535
Contracts of committee as binding upon bondholders
8536
Compensation and expenses
8538
RIGHTS OF STOCKHOLDERS 4928 In general
8540
Purchase by stockholders who are directors or other officers
8541
Right to participate in reorganizationIn general
8543
Rights of nonassenting stockholders where reorganization is not connected with judicial or execution sale
8545
Right of one bondholder to exclude other bondholders from benefit of mortgage
8546
Right to purchase at judicial sale either singly or by combination In general
8547
Right of bondholders or creditors to combine to purchase
8548
Right to pay bid in bonds
8551
Preferring stockholders as against unsecured creditorsGeneral rule
8559
Reincorporation as creating new company
8566
Rights as grantee or successor of purchaser
8572
Succession to causes of action existing in favor of old company
8578
Exemption from rate regulation
8579
Express assumption of debtsIn general
8585
Contracts of old company as binding on new company
8591
Liability as imposed by statute
8597
Excusable delay
8603
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7766 페이지 - Property does become clothed with a public interest when used in a manner to make it of public consequence, and affect the community at large.
7362 페이지 - ... shall be held individually responsible, equally and ratably, and not one for another, for all contracts, debts, and engagements of such association to the extent of the amount of their stock therein at the par value thereof, in addition to the amount invested in such shares...
7984 페이지 - We have repeatedly held that no State has the right to lay a tax on interstate commerce in any form, whether by way of duties laid on the transportation of the subjects of that commerce, or on the receipts derived from that transportation, or on the occupation or business of carrying it on, for the reason that such taxation is a burden on that commerce, and amounts to a regulation of it, which belongs solely to Congress.
8029 페이지 - If the states may tax one instrument employed by the government in the execution of its powers, they may tax any and every other instrument. They may tax the mail; they may tax the mint; they may tax patent rights; they may tax the papers of the custom-house; they may tax judicial process; they may tax all the means employed by the government, to an excess which would defeat all the ends of government.
7871 페이지 - Before coming to the question of profit at all the company is entitled to earn a sufficient sum annually to provide not only for current repairs but for making good the depreciation and replacing the parts of the property when they come to the end of their life.
8028 페이지 - The result is a conviction that the States have no power, by taxation or otherwise, to retard, impede, burden, or in any manner control, the operations of the constitutional laws enacted by Congress to carry into execution the powers vested in the general government.
7956 페이지 - ... due process of law,' but if found to be arbitrary, oppressive, and unjust, it may be declared to be not 'due process of law.
7947 페이지 - While reasonable classification is permitted, without doing violence to the equal protection of the laws, such classification must be based upon some real and substantial distinction, bearing a reasonable and just relation to the things in respect to which such classification is imposed; and classification cannot be arbitrarily made without any substantial basis.
7845 페이지 - And in order to ascertain that value, the original cost of construction, the amount expended in permanent improvements, the amount and market value of its bonds and stock, the present as compared with the original cost of construction, the probable earning capacity of the property under particular rates prescribed by statute, and the sum required to meet operating expenses, are all matters for consideration, and are to be given such weight as may be just and right in each case.
7940 페이지 - Amendment, that no state shall deny to any person within its jurisdiction the equal protection of the laws, was not intended to prevent a state from adjusting its system of taxation in all proper and reasonable ways. It may, if it chooses, exempt certain classes of property from any taxation at all, such as churches, libraries, and the property of charitable institutions. It may impose different specific taxes upon different trades nnd professions, and may vary the rates of excise upon various products.

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