Commentaries on the Law of Private Corporations, Band 2

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Bancroft-Whitney, 1895 - 8032 Seiten
 

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Inhalt

Refusal to sign articles of associ 1552 A distinctive doctrine on this sub
1167
Further of the English decisions shares back and reissuing
1180
Cases illustrative of the English transfer of shares
1192
Whether a release of one subscriber ground
1196
CHAPTER XXVI
1211
American doctrine that 1585 Stock paid up and money loaned
1212
Source of the American doctrine bonus
1224
Agreements to pay in property should be pleaded
1252
English decisions on this subject 1629 Trial by jury on the question
1260
Effect of such payment or settle
1280
New DOCTRINE THAT A CORPORATION
1294
Whe tions
1308
MISCELLANEOUS HOLDINGS
1316
Other American cases where con 1324 Impossible conditions
1319
iii
1320
SECTION SECTION
1332
Other grounds of estoppel 1345 This condition complied with
1338
INTERPRETATION OF PARTICULAR CONDITIONS
1349
the 1756 Notice by publication
1350
DEFENSES TO ACTIONS FOR ASSESSMENTS
1359
Scope of this chapter 1369 American decisions denying right
1360
REMEDIES OF THE DEFRAUDED SHAREHOLDER
1361
Not voidable unless the relation of to innocent third persons
1366
Waiver of right of forfeiture by 1778 Mode of sale
1370
SHARES
1371
SECTION SECTION
1382
No relief unless stockholder offers full
1390
Action brought in corporate name 1818 Actions by assignee of stock
1393
Parol representations varying 1405 No defense unless subscriber
1395
Illustrations of the foregoing 1412 Continued
1401
MISCELLANEOUS
1404
constitute a corporation de facto solved
1407
vious subscribers 1417 Continued
1418
SECTION SECTION
1424
TIME WITHIN Which A RESCISSION Must
1437
Restitutio in integrum 1453 Rule where there are no creditors
1447
SECTION SECTION
1460
This rule repealed in Great Britain 1479 Opinions iningling with fraudulent
1466
American doctrine otherwise 1486 American opinion on the subject
1472
SECTION SECTION
1490
What are statutory liabilities 1995 What is the commencement of
1504
California statute of murrer
1511
WHEN THE STATUTE BEGINS TO
1517
SECTION SECTION
1518
SHARES CONSIDERED AS PROPERTY
1541
Must be paid for at their full value 1567 Statements of what the law
1562
Special stock in Massachusetts 2057 Liability of directors in such cases
1569
But may receive subscriptions to
1570
Further distinction between the bonus or to indemnify them
1573
Agreements that shares shall be 1594 May issue its stock at par in
1579
Preliminary expense is not lost 2121 Issuing certificates of indebted
1585
SECTION SECTION
1604
Reclamation where the capital others
1606
Nor appropriated by the state of such dividends
1612
Continued creditors
1614
An illustrative English case panies
1618
Illustrations contract
1620
RIGHT TO DIVIDENDS AS BETWEEN SUCCESSIVE
1625
SECTION SECTION
1691
Action at law
1699
What are assessments and what 1712 After a resolution to discontinue
1700
LIEN OF CORPORATION ON ITS SHARES
1710
Assessments authorized under
1711
SITUS OF SHARES FOR THE PURPOSE OF Tax
1719
SECTION SECTION
1724
Rale applicable to joint stock which corporation must show
1730
REGISTRATION
1744
UNREGISTERED TRANSFERS
1754
Sale of shares and subsequent sale 2404 Decisions under particular stat
1755
Meaning of this expression notice
1761
1766 Power must be exercised in mode
1762
PRIORITIES AS BETWEEN ATTACHING CREDITORS
1769
Distinction between statute and notice
1775
MANDAMUS TO COMPEL TRANSFERS
1789
Different classes of fiduciaries 2543 Company not liable unless regis
1837
LIABLE FOR TRANSFERRING ON FORGED Pow
1852
Alteration of an assignment of a tion to register not an estop
1853
Liability to Bona Fide Subpurchaser
1867
Miscellaneous Holdings
1874
SECTION SECTION
1877
CHAPTER XXXVIII
1881
Estoppel to deny validity of cation
1883
Evidence not sufficient under 1901 Voting as a stockholder
1889
SECTION SECTION
1896
Doctrine that pledgee of shares 1909 Receiving dividends
1902
Acting as member of provisiona larity of assessment
1908
SECTION SECTION
1914
Are evidence of acceptance of sub 1928 Books transcribed from original
1920
Distinction between shares of stock ories
1925
Doctrine that shareholders right to afford an opportunity for
1929
SECTION SECTION
1936
SECTION SECTION
1944
Scope of this chapter 1970 Nonfeasance malfeasance or mis
1953
LOANS
1956
abandonment of sub 1972 Irregularities in corporate action
1957
That notes were received from the 1975 Abandonment of the enterprise
1960
Guaranty that company will pay its undertaking
1963
Transfers to escape liability 1981 Changes in the location route
1966
Liability of the corporation for 2357 Right to a certificate
1968
failure to expend
1969
CHAPTER XXXII
1977
SECTION SECTION
1986
SECTION SECTION
1989
CHAPTER XLII
1999
Taxability of stockholders in dis issue of shares
2001
Where the statute allows a period ture of a guaranty of payment
2004
Where the liability is that of a has forfeited the shares of
2010
Contrary view that the taxation of a tax against the corporation
2017
SECTION SECTION
2018
Limitation as to time when suit 2032 Statute of Maine of six months
2028
Jurisdiction either of person or 2849 Legislature may change this situs
2036
Loss of certificate of stockissue of 2060 A corporation may be vested with
2044
Right of prior stockholders to 2066 Ultra vires no defense to note
2050
Right to undivided profits passes 2175 Dividend declared previously
2070
Bill in equity by stockholder to discretion as to the distribution
2078
Illustrations 2100 Rule does not apply to shares
2084

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Seite 1449 - ... liable as a stockholder accordingly ; and the estate and funds in the hands of such executor, administrator, guardian or trustee shall be liable in...
Seite 1587 - The stock and indebtedness of corporations shall not be increased except in pursuance of general law, nor without the consent of the persons holding the larger amount in value of the stock first obtained at a meeting to be held after sixty days' notice given in pursuance of law.
Seite 1587 - No corporation shall issue stocks or bonds except for money, labor done, or money or property actually received, and all fictitious increase of stock or indebtedness shall be void.
Seite 1650 - A stock dividend really takes nothing from the property of the corporation, and adds nothing to the interests of the shareholders. Its property is not diminished, and their interests are not increased. . . . The proportional interest of each shareholder remains the same. The only change is in the evidence which represents that interest, the new shares and the original shares together representing the same proportional interest that the original shares represented before the issue of the new ones.
Seite 1310 - Every share in any company shall be deemed and taken to have been issued and to be held subject to the payment of the whole amount thereof in cash...
Seite 1221 - As a creditors' bill, in the ordinary sense, the complaint is manifestly insufficient. The thresher company, however, plants itself upon the so-called "trust-fund" doctrine .that the capital stock of a corporation is a trust fund for the payment of its debts; its contention being that such a
Seite 1510 - This Title does not affect actions against directors or stockholders of a corporation to recover a penalty or forfeiture imposed or to enforce a liability created by law...
Seite 2000 - ... such as may belong to the United States, this state, or to any county, city and county, or municipal corporation within this state shall be exempt from taxation...
Seite 1707 - ... transfer, the amount of its assets and liabilities, and the names and places of residence of its officers.
Seite 1256 - Any corporation formed under this act may purchase mines, manufactories or other property necessary for its business, or the stock of any company or companies owning, mining, manufacturing or producing materials, or other property necessary for its business, and issue stock to the amount of the value thereof in payment therefor...

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