Ruling Case Law: As Developed and Established by the Decisions and Annotations Contained in Lawyers Reports Annotated, American Decisions, American Reports, American State Reports, American and English Annotated Cases, American Annotated Cases, English Ruling Cases, British Ruling Cases, United States Supreme Court Reports, and Other Series of Selected Cases, Volume 7

Capa
William Mark McKinney, Burdett Alberto Rich
Edward Thompson Company, 1915
 

Índice

Omission to State Name of Corporation 35 Signing and Acknowledging Articles
55
Filing or Recording Articles
56
Incorporation Fees in General
57
Subscription to and Payment of Stock
58
Organization of Corporation
59
Statutory Ratification or Recognition of Defective Incorporation 42 In General IV De Facto Corporations
60
Existence of Law Authorizing Incorporation
61
Attempt to Incorporate in General
62
Failure to Comply with Particular Requirements
64
User or Exercise of Particular Powers
65
Effect of Expiration of Charter
66
Status and Incidents of De Facto Corporation in General
67
Attacking Validity of Incorporation
68
General Construction of Corporate Charters
69
Promotion of Corporations 50 Who Are Promoters 51 General Duty of Promoters to Corporation and Stockholders
70
Sale of Property to Corporation in General
72
When Sales to Corporation Upheld
73
Compensation and Reimbursement for Services and Expenses
74
Persons Liable to Corporation or Stockholders 56 To Whom Promoters Liable
76
Enforcement of Liability in General
78
Limitation of Actions and Laches
79
General Liability of Corporation on Contracts of Promoters
80
Adoption or Ratification of Contracts in General
81
Mode of Adoption or Ratification 62 Enforcement of Promoters Contracts
82
Incorporation of Associations and Partnerships
83
Liability of Promoters for Their Contracts and Representations
85
Rights and Liabilities of Promoters Inter
86
Corporate Existence and Franchise GENERAL PRINCIPLES 66 Character of Corporate Franchises
87
7 Incorporation by Different States
89
CONTRACTUAL NATURE OF CHARTER 71 In General
93
Contractual Relation between Corporation and Stockholders and Stock holders Inter Se 73 NonFundamental Changes
97
Changes Affecting Creditors and Third Persons
98
COMMENCEMENT AND DURATION OF CORPORATE EXISTENCE 75 In General
99
Meaning of Phrase Perpetual Succession 77 Extension Renewal or Revival
101
PROOF OF CORPORATE EXISTENCE 78 In General
102
Proof of De Facto Corporation
103
Judicial Notice of Act Creating Corporation 81 Presumption and Burden of Proof
104
In General ESTOPPEL TO DENY CORPORATE EXISTENCE
105
Estoppel of Stockholders and Members
107
De Facto Existence of Corporation
108
Conveyances by and to Corporation
109
Where Corporation Is Sued
110
Duration and Waiver of Estoppel ALTERATION AMENDMENT AND REPEAL OF CHARTER 88 In General
111
Acceptance of Amendment in General
113
Reservation of Power to Alter etc in General
115
Assent to Exercise of Reserved Power 92 Particular Exercise of Power of Alteration
118
Limitations on Exercise of Reserved Power
121
Exercise of Conditional Power of Alteration
122
Effect of Alteration etc in General
124
Property Rights Protected
125
Name Seal and Domicil Residence or Place of Business NAME 97 In General
126
Change of Name in General
128
General Effect of Change of Name
129
Misnomer in General
130
Misnomer in Pleading or Judgment 102 Misnomer in Process
131
Unfair Use of Corporate Name in General
132
Equitable Relief against Unfair Use in General
134
Particular Considerations Affecting Grant of Equitable Relief
135
In General
136
Act of Sealing and Effect 108 Proof of Seal
137
Liability on Contracts Not under Seal
138
In General DOMICIL RESIDENCE OR PLACE OF BUSINESS
139
Corporations Chartered in Two States 112 Place of Doing Business as Residence
140
Particular Results from Theory of Domicil
141
General Enforcement
150
In General
151
Admissibility in Evidence
152
Effect of Constitutional Provisions at Time of Consolidation
153
Proof of Records 126 Conclusiveness of Records RECORDS
154
Consolidation of Corporations GENERAL PRINCIPLES 127 Definition
155
Purchase Lease and Reorganization Distinguished from Consolidation
156
Right to Stock in Consolidated Corporation 130 Effect of Invalid Consolidation
157
Lien of Creditors of Constituent Corporations
158
GENERAL RIGHT TO CONSOLIDATE 131 Power of Legislature to Authorize Consolidation 132 Necessity for Legislative Sanction in General
159
Source of Authority
160
Sufficiency of Legislative Sanction in General
161
Necessity that Each Constituent Corporation Have Authority
162
Imposing Conditions
163
General Status of Consolidated Corporation
191
General Control of Each State over Consolidated Corporation
192
Jurisdiction of Courts over Consolidated Corporations
194
Capital Stock and Its Incidents GENERALLY 165 What Is Capital or Capital Stock
195
Nature of Property in Shares
196
Situs of Shares 168 Concentration of Shares in Hands of One Person
197
Creditors RightsTrust Fund Doctrine
198
Preferred or Guaranteed Stock
200
Preferred Stockholders as Creditors
201
Alteration in Amount of Stock
202
Legislative Authority to Alter Amount
203
Proceedings to Effect Alteration
204
Liability of Corporation for Fraudulent Increase in Amount
205
Stockholders Right to New Stock
206
LIEN OF CORPORATION ON SHARES 177 Generally
207
Waiver of Requirement
208
Foundation of Lien
209
Incidents of Lien
210
Generally ASSESSMENTS ON FULLY PAID SHARES
211
Statutory or Charter Authority STOCK CERTIFICATES 182 Necessity for Certificate
212
Nature and Characteristics 184 Negotiability Assignability
213
Insolvency of CorporationCreditors Rights
214
Lost or Mislaid Certificates ISSUANCE OF STOCK CERTIFICATES 186 Generally
215
Compelling Issuance
216
Consideration Paid for Stock
217
Overissuance of Certificates
218
Fraudulent and Forged Certificates
219
Calls or Assessments Generally
220
Subscriptions to Shares CONTRACT OF SUBSCRIPTION IN GENERAL 191 Generally
221
What Constitutes Subscription
222
Offer and Acceptance
223
Persons Receiving Subscriptions
224
Formal RequisitesNecessity for Writing
225
Consideration 197 Construction of ContractParol Evidence
226
Assignment of Subscriptions
227
Validity Generally CONDITIONS ATTACHED TO CONTRACT 200 Generally
228
Performance of Conditions
229
Nature of Condition
230
Requirement that All Stock Be Subscribed
231
Foundation of Requirement 205 Statutory Provisions Affecting Requirement
232
Transfer of Shares
234
Generally
235
Alterations of Charter
236
Statute of Limitations
237
Waiver of Defenses
238
PERSONS LIABLE
256
DEFENSES
258
COUNTERFEITING
773
Corrupt Practices Acts
779
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