Ballantine on Corporations: Founded on Clark and Marshall Corporations

Front Cover
Callaghan, 1927 - Corporation law - 927 pages
 

Selected pages

Contents

DE FACTO CORPORATIONS AND CORPORATIONS BY ESTOPPEL PROOF OF CORPORATE EXISTENCE PAGE 19 Corporations de jure and ...
67
Proof of corporate existence
70
Organization for an unauthorized purpose or under unconstitu
72
tional statute
74
Essentials of a de facto corporate existence
77
Continuing as corporation after expiration of charter
84
Effect of ouster by the state
85
Rights and liabilities of de facto corporations
86
Corporations by estoppel
90
Estoppel to assert individual liability
95
Requisites for corporation by estoppel
100
Implied warranty of corporate capacity by officers and agents
104
CHAPTER IV
106
Distinction between a present subscription and an executory agree ment to subscribe in the future
111
Subscriptions before incorporation
113
Agreements to pay to agent or trustee for proposed corporation
120
Form and terms of subscription
121
Formation of a different corporation or with different powers than agreed
123
SUBSCRIPTIONS UPON EXPRESS CONDITIONS PRECEDENT IMPLIED CONDITIONS PRECEDENT AND CONDITIONAL DELIVERY OF S...
124
Validity of conditions precedent
126
Conditional delivery of subscriptions
127
Subscription of full amount of capital as implied condition
130
SUBSCRIPTIONS UPON SPECIAL TERMS 41 In general
132
In general
135
44a Effect of stock watering as against innocent subscribers
151
47a Liability of promoters on contracts adopted by the corporation
162
Effect of assent of all existing stockholders at time of transaction
174
Remedies of corporation and of stockholders for fraud of promoters
191
POWER TO TAKE AND HOLD PROPERTY
202
Alienation of entire property
209
In general
211
Power to execute and issue bonds
212
Power to become surety or guarantor
214
Power to enter into copartnership
215
Mode of contractingCorporate seal
217
POWER TO TAKE AND HOLD STOCK 65 Power to take and hold stock in another corporation
220
Power of a corporation to acquire its own stock
225
CHAPTER VII
234
Ultra vires acts as the acts of the corporation
237
Objection on ground of illegality and public interest
242
Limitation on authority of directors by charter
246
RIGHTS AND LIABILITIES ARISING FROM ULTRA VIRES CONTRACTS 71 In general
250
Contracts executed on both sides
252
Contracts executory on both sides
254
Contracts executed on one side
257
Part performance
263
Obligation to restore benefits received under ultra vires contract
267
Contracts apparently authorized
272
Abuse of power distinguished from want of power
275
Constructive notice of charter limitations
278
Effect of knowledge that a transaction is ultra vires
280
Consent and ratification by stockholders
282
Internal irregularities in the exercise of powers
284
CONVEYANCES AND TRANSFERS TO OR FROM CORPORATIONS DEVISES AND BEQUESTS 83 In general
285
Ultra vires or prohibited transfer of personal property to or by corporations
287
Who may question validity of ultra vires acts
290
86a Quo warranto by the state
291
86b Remedy in equity by injunction
292
CHAPTER VIII
295
Torts involving wrongful intent or malice
297
Liability for exemplary damages
300
Torts in ultra vires business or transaction
302
Unauthorized torts
304
Liability by reason of ratification
305
Criminal liability of corporations
307
Liability for contempt of court
315
Corporations as persons within criminal statutes
316
CHAPTER IX
318
Requirement of assent of stockholders
323
Power of stockholders to control the acts of directors
324
Necessity for action as a board
326
Delegation of authority by directors and other officers
330
Directors meetings
333
OTHER OFFICERS AND AGENTS 103 Authority of officers and agents in general
340
The presidents authority
341
The vice president
343
The secretary
344
General manager 315
345
Estoppel of a corporation to deny authority of officers and agents
347
Ratification of unauthorized acts and contracts
351
Notice to or knowledge of officers or agents as notice to or knowl edge of corporation
352
Declarations and admissions of officers and agents
356
CHAPTER X
358
Degree of care and diligence required
360
Liability for acts or neglect of other officers or employees
363
PERSONAL LIABILITY 117 Ultra vires and excess of authority
367
Liability arising out of contracts
369
Liability arising out of torts
370
Liability to creditors for misconduct in office
371
Liability of officers under statutory provisions
373
Nature of the statutory liability of officers construction repeal of statutes
374
PERSONAL INTEREST IN TRANSACTIONS 122a In general
376
Contracts and other transactions between a corporation and its officers
383
Common or interlocking directors
392
The relation between the officers of a corporation and its stock holders individually
396
CHAPTER XI
399
Tenure of office and removal or resignation
402
127a Salary and compensation of directors and other officers
404
CHAPTER XII
411
Shares of stock
413
Certificates of stock
414
Conversion of shares of stock
416
AMOUNT OF CAPITAL STOCK AND INCREASE OR REDUCTION THEREOF 133 In general
417
Increase and overissue of stock
418
Rights and remedies of existing stockholders with respect to new stock
420
Reduction of capital stock
426
Increase or reduction in number of shares and their par value
427
LIABILITIES ARISING FROM UNAUTHORIZED ISSUE OF CERTIFICATES 138 Liability of corporation
428
Authority of officer or agent issuing certificate and the question of negligence
430
139a Persons who are entitled to relief
433
Lost certificates
435
PREFERRED OR GUARANTEED STOCK 141 In general
436
Rights and remedies of preferred stockholders
437
Liabilities of preferred stockholders
444
CHAPTER XIII
446
145a Conflict of lawsWhat law governs transfer
449
Mode of transferring shares
453
Registration of transfers on the books of the corporation
459
Liability of shares of stock to execution or attachment etc Equity jurisdiction
468
Negotiability of certificates of stock and title of bona fide pur chasers or pledgees
471
Estoppel of true owner against bona fide purchaser
476
Remedies in the case of forged or unauthorized transfers
482
Unauthorized or fraudulent transfers by trustees
489
Effect of transfers in general
492
Lien of corporation on shares
494
Refusal of corporation to recognize and register transfers
497
CHAPTER XIV
501
Stockholders right to share in profits
502
Right of corporations to pay dividends
507
Calling of corporate meetings and notice
558
Time and place of holding meetings and elections
560
Conduct of corporate meetings and elections
562
THE RIGHT TO VOTE AT CORPORATE MEETINGS AND VOTING AGREEMENTS 170 Who are entitled to vote
563
Number of votes
573
Cumulative voting
574
Proxies or powers of attorney to vote shares
575
Agreements affecting the right to voteVoting trusts
579
Power of the majority in the management and control of a cor porationIn general
588
Power of stockholders individually
591
Alienation of property and winding up of corporation
592
BYLAWS 178 In general
598
Limitations upon the power to make bylaws
599
Adoption of bylaws
601
Alteration repeal and waiver of bylaws
602
182 Effect of bylaws upon stockholders or members
603
Effect of bylaws with respect to third persons
604
CHAPTER XVI
606
Individual and corporate rights of action
607
Basis of the right of stockholders to bring a representative suit in equity
610
Suits to enjoin or set aside ultra vires transactions and prevent diversion or misapplication or assets
614
Suits for redress or relief in case of fraud excess of authority or negligence of directors or other officers
616
Necessity for effort to obtain relief through the corporation or its officers
617
Discretionary powers of directors or majority of the stockholders
621
190a Persons entitled to sue as stockholders
623
Motive of stockholder in suing and extent of his interest
626
Laches and estoppel of stockholders
628
Suits by stockholders in the federal courts
629
Intervention or defense by stockholder in pending suit
631
Judgment or decree
632
CHAPTER XVII
634
In general
638
Forfeiture or sale of shares
640
B LIABILITIES OF STOCKHOLDERS TO CREDITORS I LIABILITY ON ACCOUNT OF UNPAID SUBSCRIPTIONS 199 Basis and extent of liabi...
641
Remedies of creditors against stockholders upon unpaid subscrip tions
643
201 Enforcement of liability by receivers and trustees in bankruptcy
648
Conclusiveness of judgment against the corporation as against stockholders
649
Defenses available to stockholders
650
Setoff of debts due to stockholders
651
Application of the statute of limitations
652
LIABILITY ON ACCOUNT OF WATERED OR FICTITIOUSLY PAIDUP STOCK 206 What is watered stock?
653
What amounts to overvaluation of consideration and underpay ment of stock
655
Statutory or constitutional provisions against fictitious payment
662
Validity of bonus or watered stock as against the corporation
666
Liability to creditors on account of bonus or watered stock
669
Trust fund theory
672
Fraud or holding out theory
673
Statutory obligation theory
676
Issue of additional stock by going concern
680
Liability after transfer of stock
682
Remedies of creditors
683
NONPAR STOCK 217 Use and abuse of nonpar stock
685
PERSONAL LIABILITY OF STOCKHOLDERS SUPERADDED BY CONSTITU TIONS AND STATUTES 218 In general
696
Charter statutory or constitutional provisions imposing liability upon stockholders
698
Corporate liabilities to which the statutory or constitutional pro visions apply
701
Whether the liability of stockholders is primary or secondary
704
Who are liable as stockholders under statutory or constitutional provisions
705
Who may enforce the individual liability of stockholders
711
Mode of enforcing the individual liability of stockholders
713
CHAPTER XVIII
718
226 Execution or attachment against corporations
721
Right of creditors to bring suit in reference to the management of the corporation
723
Creditors bills in equity to reach assets
725
Fraudulent conveyances or transfers by corporations
726
Withdrawal of assets by stockholders
728
Assignments for the benefit of creditors
730
Preference of creditors and right of creditors to obtain preference
731
Officers as creditors
733
Preferences to officers after insolvency
734
Stockholders as creditors
737
Appointment of receivers
738
CHAPTER XIX
744
Liabilities of succeeding corporation
745
Change of state bank into a national bank
750
Power to consolidate or merge
752
Dissolution of consolidating corporations and creation of new corporation
753
Rights powers franchises privileges and property of consolidated corporation
754
Burdens and liabilities of consolidated corporations
755
Rights of creditors against consolidating corporations and their property
756
Consolidation of corporations of different states
758
REORGANIZATION 248 Reorganization without foreclosure by agreement
760
Reorganization in connection with foreclosure and sale under mort gage or deed of trust and other judicial sales
762
Rights and remedies of creditors against new corporation after foreclosure
766
Reorganization by decree without sale
771
CHAPTER XX
774
Jurisdiction of courts of equity
775
Dissolution of corporation by act of the legislature repealing charter
779
Dissolution of corporation by expiration of time limited in its charter
780
Dissolution of corporation by the happening of a contingency pre scribed by its charter
781
257 Dissolution of corporation by failure or loss of an integral part
782
258 Suspension of business alienation or loss of property insolvency etc
783
Voluntary dissolution
785
INVOLUNTARY DISSOLUTION BY JUDICIAL PROCEEDINGS 260 In general
788
Grounds for forfeiture of charter
789
Acts and neglects of officers or stockholders as acts and neglects of corporation
793
Waiver of forfeiture by the state and delay in instituting pro ceedings
794
PROCEDURE AND JURISDICTION 264 In general
796
Statutory jurisdiction to dissolve corporations
798
Effect of dissolution with respect to debts and contracts
799
267 Effect of dissolution with respect to property
802
Effect of dissolution with respect to actions and proceedings
806
CHAPTER XXI
808
What constitutes an impairment of the obligation of the contract with the corporation
811
Impairment of contracts between the corporation and third perrons
812
Legislation changing or affecting remedies
814
Exercise of the police power of the state
815
Reservation by state of power to alter amend or repeal charters
817
Extent of reserved power to amend
818
Impairment of vested rights
822
Acceptance of amendments
823
Amendments authorized by charter
830
Blue Sky legislation
832
CHAPTER XXII
839
Power of corporations to do business in other states comity
841
Conditions upon the right of foreign corporations to do business
845
Constitutional limitations on power to exclude foreign corpora tions or impose conditions
848
What constitutes doing business within the meaning of the statutes
854
Effect of failure of foreign corporations to comply with statutes
857
RIGHT OF FOREIGN CORPORATIONS TO SUE AND LIABILITY TO BE SUED 290 Right of foreign corporation to sue
861
Liability of foreign corporations to be sued
862
Extraterritorial effect of judgments against a foreign corporation
867
REGULATION OF INTERNAL AFFAIRS OF FOREIGN CORPORATIONS VISITORIAL POWER 293 In general
868
Rights and liabilities not relating to internal affairs or manage ment of the corporation
870
APPENDIX A Form of Certificate of Incorporation
873
APPENDIX B Extracts from the Ohio General Corporation Act 1927
885
Index
897
Extension and revival of charters
908
Copyright

Other editions - View all

Ballantine on Corporations
Henry Winthrop Ballantine
Snippet view - 1946

Common terms and phrases

action agreement American Ass'n assets authority Bank bona fide bona fide purchaser by-laws capital stock certificate of stock charter City Coal Columbia Law Rev Conn contract court court of equity creditors debts declared directors dividends doctrine equity estopped estoppel ex rel expressly fraud fraudulent Harvard Law Rev held holders insolvent Iowa issue jurisdictions Land liability Loan Lumber Mass Mills Minn N. J. Eq N. J. Law N. Y. App N. Y. Supp Ohio St owner paid par value parties payment person plaintiff poration preferred stock profits promoters provision purchase purpose rule shareholders statute statutory stockholders subscriber subscription suit Tenn tion tort transaction transfer Trust Turnpike Co ultra vires unless valid vote voting trust Yale Law Journal York

Popular passages

Page 8 - It is chiefly for the purpose of clothing bodies of men, in succession, with these qualities and capacities that corporations were invented and are in use. By these means, a perpetual succession of individuals are capable of acting for the promotion of the particular object like one immortal being.
Appears in 249 books from 1819-2008
Page 7 - A corporation is an artificial being, invisible, intangible, and existing only in contemplation of law.
Appears in 511 books from 1819-2008
Page 77 - (1) the existence of a charter or some law under which a corporation with the powers assumed might lawfully be created; and (2) a user by the party to the suit of the rights claimed to be conferred by such charter or law.
Appears in 71 books from 1852-1998
Page 7 - Among the most important are immortality, and, if the expression may be allowed, individuality ; properties, by which a perpetual succession of many persons are considered as the same, and may act as a single individual.
Appears in 178 books from 1819-2007
Page 704 - Each stockholder of a corporation, or joint-stock association, shall be individually and personally liable for such proportion of all its debts and liabilities contracted or incurred, during the time he was a stockholder, as the amount of stock or shares owned by him bears to the whole of the subscribed capital stock, or shares of the corporation or association.
Appears in 162 books from 1852-2008
Page 36 - While the statements of the law thus relied upon are satisfactory in the connection in which they were used, they have been plainly and repeatedly held not applicable where stock ownership has been resorted to, not for the purpose of participating in the affairs of a corporation in the normal and usual manner, but for the purpose, as in this case, of controlling a subsidiary company so that it may be used as a mere agency or instrumentality of the owning company or companies.
Appears in 90 books from 1852-1997
Page 674 - They have a right to assume that it has paid-in capital to the amount which it represents itself as having ; and if they give it credit on the faith of that representation, and if the representation is false, it is a fraud upon them ; and in case the corporation becomes insolvent, the law, upon the plainest principles of common justice, says to the delinquent stockholder, ' Make that representation good by paying for your stock.
Appears in 46 books from 1861-2008
Page 474 - It is no less to the interest of the shareholder than the public that the certificate representing his stock should be in a form to secure public confidence; for without this he could not negotiate it to any advantage.
Appears in 29 books from 1878-1975
Page 473 - 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) 566 without authority from the owner, or (d) after the owner's death or legal incapacity, the possession of the certificate may be reclaimed and the transfer thereof rescinded, unless...
Appears in 65 books from 1835-1999
Page 9 - A CORPORATION is a franchise possessed by one or more individuals, who subsist, as a body politic, under a special denomination, and are vested, by the policy of the law, with the capacity of perpetual succession, and of acting in several respects, however numerous the association may be, as a single individual.
Appears in 53 books from 1827-2006

Bibliographic information

TitleBallantine on Corporations: Founded on Clark and Marshall Corporations
Callaghan's text book series
Leading law school text books
National text book series
AuthorHenry Winthrop Ballantine
PublisherCallaghan, 1927
Original fromthe University of California
Digitized13 Feb 2008
Length927 pages
  
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