Consolidation. 1455. [Act 158, 1874, p. 18, of Acts 1875.] Any two business and manufacturing corporations or companies now existing under general or special law, whose objects and business are in general of the same nature, may amalgamate, unite and consolidate said corporations or companies and form one consolidated company, holding and enjoying all the rights, privileges, powers, franchises and property belonging to each, and under such corporate name as they may adopt or agree upon. Such consolidation shall be made by agreement in writing by or under the authority of the board of directors, and the assent of the owners of at least three-fifths of the capital stock of each of said corporations or companies, and a certificate of the fact of such consolidation, with the name of the consolidated company, shall be filed and recorded in the office of the Secretary of State; provided, no such consolidation shall in any manner affect or impair the right of any creditors of either of said companies. In the agreement of consolidation the number of directors of the consolidated company shall be specified, and the capital stock may be any amount agreed upon by the companies or corporations, and set forth in the articles of consolidation. Consolidation is a perfect amalgamation, and the consolidated company will be held to all the obligations and duties of the several former corporations of which the consolidated company is made up, Board vs. Gas Co., 40 A. 382; Fee vs. Gas Co., 35 A. 413. Enforcement of Contracts Made by Private Corporations with Political. 1456. [Sec. 1, Act 133, 1888, p. 191.] In all cases where any corporation has heretofore contracted with, or may hereafter contract with, or shall be otherwise legally bound to any parish or municipal corporation in this State, with reference to the paving, grading, repairing, reconstructing or care of any street, highway, bridge, culvert, levee, canal, ditch or crossing, and shall fail or neglect to perform said contract or obligation, the said parish or municipal corporation, or any officer thereof, or any five taxpayers thereof, shall have the right to proceed by a writ of mandamus to compel the performance of said contract or obligation, or any part thereof, which writ of mandamus shall be made returnable in five days, shall be tried by preference over all other cases, without a jury in vacation, as well as in term time, and in case of appeal shall be tried by preference in the appellate court. State ex rel. City vs. R. R., 52 A. 1570, and 42 A. 11. Specific performance will not be ordered when plaintiff had adequate remedy in a suit for damages, City vs. R. R., 44 A. 64; also State ex rel. City vs. R. R., 37 A. 589. Duty to be performed must be so particularized as to leave no doubt as to what defendant must be decreed to do, State ex rel. City vs. R. R., 44 A. 1026; City vs. R. R., 44 A. 64; State ex rel. City vs. R. R., 42 A. 138. The statute is remedial only, State ex rel. City vs. R. R., 42 A. 550. Execution of Judgment. 1457. [Sec. 2.] In case any corporation shall fail or neglect to comply satisfactorily with any judgment against it in such a proceeding within the time therein fixed (which time shall be fixed by the court at such period within which the work can be reasonably done), it shall be the duty of the court, on contradictory motion and proof taken in the same case, to issue a writ of distringas against said company, and to order the sheriff to do the work required to be done, and to apply the revenues and property of said company to defray the expenses incurred in executing the judgment of the court. Administration of Uncalled for Dividends and Deposits. 1458. [Sec. 4, Act 111, 1874, p. 163.] In all cases when it shall appear that dividends of money or of scrip, or deposits, or drafts, bills of exchange, certificates of deposit or otherwise, have remained uncalled for during a period of seven years or more, and such dividends or scrip, or interest of scrip, drafts, bills of exchange, certificates of deposit or otherwise, shall stand in the names of persons who are absent and unrepresented, and have not been heard from within the period of seven years, the public administrator shall proceed to administer upon the same in the manner now provided by law for the administration of vacant estates. Foreign Corporations to File in District Court Name of Agent. 1459. [Act 194, 1912, p. 382.] It shall be the duty of every foreign corporation doing business in this State in addition to the filing of the declaration required by existing laws, to file with the clerk of the District Court of the Parish in which it has an established place of business, the name or names of the person or persons designated by it as its agent or agents upon whom process may be served. Foreign Corporations Cannot Combine Against Agents. 1460. [Sec. 1, Act 182, 1904, p. 412.] It shall be unlawful for any corporation, not domiciled in the State of Louisiana, to enter into any combination or agreement with another corporation to prevent its legally authorized representatives in Louisiana from accepting a higher compensation than the corporation, parties to the aforesaid agreement, pay. Penalty. 1461. [Sec. 2.] Any violation of this act shall be punished by revocation of the license of any and all corporations parties to the unlawful agreement hereinbefore mentioned for the year for which said license, or licenses, shall have ben granted and for 12 months succeeding the year for which said license, or licenses, shall have been revoked. The Word "Trust" Confined to Banking Corporations. 1462. [Sec. 1, Act 144, 1910, p. 222.] No corporation shall be hereafter chartered under the laws of Louisiana with the word "Trust," as a part of its name, except corporations reporting to and under the supervision of the State Bank Examiner; nor shall any corporate name be so amended as to include the word "Trust," unless the corporation shall be under such supervision. Penalty. 1463. [Sec. 2.] No person, firm, corporation or association of persons, excepting only corporations reporting to and under the supervision of the State Bank Examiner, shall advertise or put forth any sign as a trust company, or in any way solicit or receive deposits or transact business as a trust company or use the word "Trust," as a part of his or its name or title; provided, that this Act shall not be held to prevent any individual, as such from acting in any trust capacity as heretofore. Any violation of any provision of this section shall be deemed a misdemeanor and on conviction thereof the offender shall be fined not less than One Hundred Dollars and not more than Five Hundred Dollars. UNIFORM STOCK TRANSFER ACT. 1464. [Sec. 1, Act 180, 1910, p. 265.] The law for the transfer of shares of stock in corporations in this State, shall hereafter be as follows, to-wit: How Title to Certificates and Shares May Be Transferred. Title to a certificate and to the shares represented thereby can be transferred only, (a) By delivery of the certificate indorsed either in blank or to a specified person by the person appearing by the certificate to be the owner of the shares represented thereby, or (b) By delivery of the certificate and a separate document containing a written assignment of the certificate or a power of attorney to sell, assign or transfer the same or the shares represented thereby, signed by the person appearing by the certificate to be the owner of the shares represented thereby. Such assignment or power of attorney may be either in blank or to a specified person. The provisions of this section shall be applicable although the charter or articles of incorporation or code of regulations or by laws of the corporation issuing the certificate and the certificate itself, provide that the shares represented thereby shall be transferrable only on the books of the corporation or shall be registered by a registrar or transferred by a transfer agent. Powers of Those Lacking Full Legal Capacity and of Fiduciaries Not Enlarged. 1465. [Sec. 2.] Nothing in this Act shall be construed as enlarging the powers of an infant or other person lacking full legal capacity, or of a trustee, executor or administrator, or other fiduciary, to make a valid indorsement, assignment or power of attorney. Corporation Not Forbidden to Treat Registered Holder as Owner. 1466. [Sec. 3.] Nothing in this Act shall be construed as forbidding a corporation, (a) To recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, or (b) To hold liable for calls and assessments a person registered on its books as the owner of shares. Title Derived from Certificate Extinguishes Title Derived from a Separate Document. 1467. [Sec. 4.] The title of a transferee of a certificate under a power of attorney or assignment not written upon the certificate, and the title of any person claiming under such trans feree, shall cease and determine if, at any time prior to the surrender of the certificate to the corporation issuing it, another person, for value in good faith, and without notice of the prior transfer, shall purchase and obtain delivery of such certificate with the indorsement of the person appearing by the certificate to be the owner thereof, or shall purchase and obtain delivery of such certificate and the written assignment or power of attorney of such person, though contained in a separate document. Who May Deliver a Certificate. 1468. [Sec. 5.] The delivery of a certificate to transfer title in accordance with the provisions of Section 1, is effectual, except as provided in Section 7, though made by one having no right of possession and having no authority from the owner of the certificate or from the person purporting to transfer the title. Indorsement Effectual in Spite of Fraud, Duress, Mistake, Revocation, Death, Incapacity or Lack of Consideration or Authority. 1469. [Sec. 6.] The indorsement of a certificate by the person appearing by the certificate to be the owner of the shares represented thereby is effectual, except as provided in Section 7, through the indorser or transferor. (a) Was induced by fraud, duress or mistake, to make the indorsement or delivery, or (b) Has revoked the delivery of the certificate, or the authority given by the indorsement or delivery of the certificate, or (c) Has died or become legally incapacitated after the indorsement, whether before or after the delivery of the certificate, or, (d) Has received no consideration. Rescission of Transfer. 1470. tificate, [Sec. 7.] If the indorsement or delivery of a cer (a) Was procured by fraud or duress, or (b) Was made under such mistake as to make the indorsement or delivery inequitable; or if the delivery of a certificate was made (c) Without authority from the owner, or |