Commentaries on the Law of Corporations, Opseg 8

Naslovnica
 

Sadržaj

Method of effecting reorganization
16
Effect of new organization on old corporation 5971 Nature of reorganization agreement
17
Binding effect of reorganization agreements
18
Construction and effect of reorganization agreement
20
Validity of reorganization agreements
21
Reorganization agreements held invalid
24
Reorganization agreement specifically enforced
25
Rights of parties on failure to perform reorganization agreement 5978 Who may purchase and reorganize
27
Reorganization without foreclosureRights of bondholders
31
Reorganization by purchasing bondholdersPower of majority
32
Right of bondholder to participate in reorganization 5983 Power of reorganization committee representing creditors and bond holders
33
Liability of committee for violation of reorganization agreement 5985 Effect of certificates issued by reorganization committee
37
Reorganization without foreclosure Rights of dissenting bondholders
39
Stockholders permitted to share in reorganization 5988 Reorganization by stockholders 5989 Time within which bondholders or stockholders must j...
40
Rights and remedies of nonconsenting stockholders 5991 Stockholders rights on reorganization may be lost by laches
46
Stockholders not released from liability by reorganization 5993 Stockholders estopped by participation in reorganization
48
Rights of stockholders and bondholders to stock and bonds in the new company
49
Effect of reorganization on rights of general creditors
52
Creditors estopped by invalid reorganization agreement
54
Right of pledgor or pledgee on reorganization 5998 Purchase by trustee named in mortgageDuty and liability on
55
Reformation of deed at suit of reorganized corporation 6000 Powers and liabilities of promoters on reorganization
56
SUCCESSION
57
Succession and consolidation 6005 Succession differs from consolidation
58
Relation of successor to former corporation 6007 Successor takes property subject to restrictions
59
CHAPTER 169
62
Amalgamation not a consolidation
64
Merger not a consolidation
65
Consolidation not a sale and purchase
67
A lease is not a consolidation
68
What constitutes consolidation
69
Effect of consolidation in general
71
Consolidation without new corporation
75
Consolidation by purchase of stock
75
Purchase of assets not a consolidation
75
Legislative authority necessary for consolidation
78
Statutes authorizing consolidation
81
Period of existence of consolidated corporation
84
Repeal of statute authorizing consolidation
85
Irregular consolidation validated by legislative recognition
86
Legislature can not compel consolidation 6027 Effect of charter power of consolidation
87
Agreement or articles of consolidation
89
Performance of statutory requirements necessary to consolidation 6030 De facto consolidated corporation
92
Consent of stockholders necessary to consolidation
93
When majority stockholders may compel consolidation 6033 Rights of dissenting stockholders on consolidation
96
Remedies of dissenting stockholders 6035 Payment of appraised value of stock to dissenting stockholder 6036 Rights and status of stockholders of co...
98
Consent of creditors not required for consolidation 6038 Dissenting stockholder estopped from attacking validity of consoli dation
102
Corporation estopped to deny consolidation
104
Consolidation of connecting railroad companies
105
Consolidation of parallel and competing roads 6042 Construction of statutory provisions prohibiting consolidations of competing lines
106
What constitutes parallel and competing lines
110
Consolidation of interstate corporations
111
Privileges powers and duties of interstate consolidated company
114
Consolidation of religious corporations
115
CHAPTER 170
118
Liability of old corporationsRights of creditors
119
Liability where the consolidated corporation receives the property of the old companies
121
Liability generally of the succeeding corporation
123
Liability of succeeding corporation imposed by statute
126
Consolidated corporation liable to extent of value of property received
128
Liability not affected by change of name
129
Liability of consolidated corporation for mortgage debts and liens
130
Liability under contract
131
Debts of old assumed by new corporation
132
be implied
135
Liability created by obligations and covenants running with acquired property and franchises
136
No liability where new corporation purchases property and franchises
139
Successor liable for torts of old corporations
146
Duty to issue stock to stockholders of old companies
154
Creditors seeking reliefJurisdiction
160
Immunities and privileges do not pass to reorganized corporation
171
CHAPTER
173
CHAPTER
179
InsolvencyScope of chapter 6091 When a corporation is insolvent
180
Jurisdiction of equity over insolvent corporations
183
Proof of insolvency
184
Effect of insolvency
185
Presumption of insolvency ARTICLE 2 POWER TO ASSIGN FOR BENEFIT OF CREDITORS 6099 Corporations may assign for benefit of creditors
186
What corporations may make assignments
190
Statutes prohibiting assignments by corporations
191
Authority of directors to make assignments
192
Corporate officers not authorized to make an assignment 6104 Time and method of ordering assignments
194
Assignment must be ordered at a meeting duly assembled
195
Sufficiency of resolution to authorize assignment
197
Assignment must be made with due formality 6108 Who may be named as assignee
199
Removal of assignee 6110 Powers and duties of assignee
200
Effect of conditions in assignments
201
Effect of assignments giving assignees discretionary power to sell 6113 Assignment containing provisions as to surplus 6114 Assignments on assent o...
204
Invalid assignment may be ratified
206
Invalid assignmentEffect on liens before ratification 6117 Effect of an assignment for benefit of creditors 6118 Assignment not subject to collateral a...
208
Who may question the validity of assignment by corporations
209
ART 1
216
When insolvent corporations can not prefer creditors
223
When insolvent corporations may prefer creditors
231
iii
232
Effect of knowledge of secured creditor as to insolvency of a corpora
238
Insolvent corporation may secure present advances
244
Status of corporation same as that of an individual
250
Insolvent corporations can not prefer directors
260
Directors of insolvent corporations may prefer themselves 6153 Power of directors to prefer themselvesMr Freemans rule
269
Directors can not vote to prefer themselves
270
Directors may prefer themselves by their own votes
272
Force of the rule in Indiana
273
Preferences made to directors in good faithMissouri rule
275
Directors can not prefer themselvesReasons given by courts 6159 Directors can not prefer themselves Judge Hadleys reasons
280
Directors should not be permitted to prefer themselves by their own votes 6161 Distinction between securing and preferring a director
282
When a corporation may secure directors who have given it credit
284
Creditor may accept preference whose claim is endorsed by directors
288
Creditor whose claim is endorsed by directors may be preferred
290
Corporation can not prefer directors after insolvency proceedings 6166 Directors securing preferences by actions 6167 Officer entitled to preference...
293
Officer not entitled to preference
295
Effect of preferring creditors whose claims are endorsed by corporate officers
298
Power to prefer stockholders
300
Creditors unrelated to the corporation may be preferred
302
Directors preferring relatives and friends 6173 Power of directors to prefer corporation having the same officers and directors
303
Preference given to preferred stockholders of an insolvent corporation
305
PREFERENCE BY ACTIONS 6178 Preferences obtained by actions against a corporation 6179 Diligent creditor entitled to preference
306
Preference obtained by judgment notes
309
No preference by collusive judgment
311
Effect of preference by judgment rendered on fraudulent process
312
When creditor can not obtain preference by action and judgment
313
Preference by executing judgment notes
314
Preference by confession of judgment
315
Effect of statute preventing preference by confession of judgment 6187 Preference by attachment
317
When no preference can be obtained by attachment
319
Preference not gained by collusive attachment
320
Sale of assets to attaching creditor
321
PREFERENCE BY MORTGAGES 6194 Preferring creditors by mortgage
322
Effect of insolvency on validity of mortgage
323
An insolvent corporation may prefer creditors by mortgage while a going concern
324
Insolvent corporation may give a mortgage to secure a present debt
326
No preference by mortgage after insolvency and suspension of busi ness
327
Mortgage to prefer directors
329
Mortgage to prefer corporate officer
331
Effect where mortgage preferring creditor is a part of a general assignment
332
Effect where mortgage operates as an assignment
334
Mortgage giving preference must be authorized by directors 6204 Proof to invalidate a preference mortgage by an insolvent corpora tion
335
Insolvent Corporations Preferring Creditors 6125
336
Duties of state officers or commissioners administering insolvent banks 6211 A trustee as a depositor in an insolvent bank not entitled to pref erence
341
Rights as to special deposits in case of insolvencyPublic funds 6213 Rights to preference where money is collected or received by an in solvent bank
346
Effect where collecting bank becomes insolvent 6215 Insolvency of a collecting bank gives no right to preference after cus tomary remittance
349
Effect of insolvency where collections are made in good faith
350
When a bank acts as agent the customer is entitled to preference
352
Deposits obtained by fraudRight of depositor on insolvency 6219 Bank suspending business 6220 Right of depositor to follow and recover funds aft...
354
Deposit of an insolvent corporation applied on indebtedness to bank
358
ACCOUNTING FOR UNLAWFUL PREFERENCES
359
Who may question the validity of a preference to directors 6226 Unlawful preference may be recovered
361
Fraudulent payments recovered by receiver
362
Action to recover unlawful preferencesProof of insolvency
363
Proof of insolvency in actions to recover unlawful preferences 6230 Preferences presumed to be fraudulent
364
Personal liability of directors making illegal preferences
365
Personal liability of a creditor securing a preference
367
SALES OF CORPORATE ASSETS IN FRAUD OF CREDITORS SECTION 6235 Fraudulent conveyances by corporations
369
Conveyances by corporations to hinder delay or defraud creditors
370
Fraudulent intent in conveyances by corporations 6238 Fraudulent withdrawal of assets
372
Conveyances to directors or officers
375
Conveyances by corporate officersWhen fraudulent
376
Transfer of assets for stock
377
Fraudulent transfer of stock of insolvent corporation 6243 Assets transferred in payment of stock
379
Fraudulent assignment equivalent to fraudulent conveyance 6245 Sale of corporate assets to another corporation in fraud of stock holders
381
Transfer of assets pending action against the corporation
382
Sales to new corporations in fraud of creditors 6248 Right of creditors of selling corporation
384
Setting aside fraudulent conveyances
386
Fraudulent conveyancesBona fide purchaser protected 6251 Fraudulent conveyanceWho are bona fide purchasers
388
Fraudulent conveyanceWho may question
389
Setting aside fraudulent conveyancesParties
390
Setting aside fraudulent conveyanceProof of fraud
391
CHAPTER 174
393
Corporations included in bankruptcy lawsManufacturing and min ing companies
394
Trading corporations included
396
Corporations not included in bankrupt
397
Acts of insolvency or bankruptcyIllustrations
399
Matters which do not constitute acts of bankruptcyIllustrations 6267 Fraudulent transfers as acts of bankruptcy
402
Acts of bankruptcyVoluntary application for dissolution
403
Acts of bankruptcyTransfers with intent to prefer creditors
404
Acts of bankruptcyAssignments for benefit of creditors
405
Creditors may institute bankrupt proceedings
407
CHAPTER
413
Jurisdiction as between state and federal courts
419
Actions for appointment of receiversPleadingsAffidavits
431
GROUNDS OF APPOINTMENT 6294 Grounds of appointment in general
436
Insolvency as ground for appointment
439
Misconduct and mismanagement as ground for appointment
442
Violation of law by corporation as ground for appointment
447
Ceasing to do business as ground for appointment 6299 Assignment for benefit of creditors as grounds for appointment
448
Appointment at instance of creditors
449
Appointment at instance of surety for insolvent corporation 6302 Appointment at instance of the state 6303 Appointment on courts own motion
453
Discretion of court in making appointment
454
Appointment on application of the corporation itself 6306 Eligibility to appointment
456
Waiver of objections to appointment
458
Wrongful appointment 6309 Appointment not subject to collateral attack
459
Number of receivers 6311 Acceptance and qualificationReceivers bonds
461
Receivers for religious corporations
463
Receivers of national banks 6314 Removal and discharge of receiver
464
CHAPTER 176
469
Effect of appointment on public utility corporations 6322 Effect of appointment on suits in general
473
Effect of appointment on setoff
475
Property in hands of receiver not subject to levy
476
Title taken by receiver
479
Title dates from time of appointment
482
Possession of receiver protected
483
Receivers possession not lost by removal to another state
485
Rights as between different receivers 6330 Rights of third persons to property held by receiver
486
CHAPTER 177
488
Receiver entitled to advice
489
Collection of assets
490
Collection of assets wrongfully diverted by corporation or stock holders
493
Collection of assets in foreign jurisdictions
495
Collection of assetsEarnings before foreclosure 6341 Duty of receiver to redeem 6342 Deposit of money and securities 6343 Restoration of trust funds
497
Transfer to owners of property mistakenly turned over to receiver
498
Receiver an officer of limited powers 6346 Whom the receiver represents
499
Employment of attorneys 6348 Order to turn over property to receiver
503
Receiver may not purchase trust property
504
Powers of receivers as to litigated claimsCompromises
505
Sales of property by receiver
506
Power to mortgage
511
Powers as to leases
512
Powers as to pledges 6355 Receivers certificateNature in general
513
Receivers certificatesAuthority to issuePurpose of issue
514
Receivers certificatesProcedure on issuance
518
Receivers certificatesNot negotiable instruments 6359 Contracts and liability thereon
520
Contracts where receiver authorized to operate plant
521
May not use funds for private gain
523
Liability for torts
524
Receivers books subject to inspection 6364 Reinstatement of striking employees
526
CHAPTER 178
527
Necessity for permission to sue receiver
529
Permission not required where action against corporation and not receiver
533
Kind of action 6374 Replevin of property in receivers hands 6375 Garnishment of receivers
534
Injunction against vexatious suits by receivers 6377 Suit to compel receiver to perform duties 6378 Defenses
535
Jurisdiction
537
Process
538
Parties to actions by or against receivers
539
Pleading
542
Amendment of pleading
543
Judgment or decree
544
Appeal
545
CHAPTER 179
546
Expenses of receivership in general
549
Attorneys fees
551
Taxes
554
Premiums on bonds and insurance policies 6395 Effect of reducing claim to judgment
555
Interest on claims
556
Preference of secured debts in the matter of payment
557
Preferential claims for expenses of operation and maintenance
559
Preferential claims for labor and materialApplication of doctrine to corporations other than railroads
564
Meaning of dissolution 6416 Methods of dissolution
584
Dissolution for some purposes
585
Dissolution by repeal of charter
586
Dissolution under statutory authority
587
Statutes providing for dissolution
588
Dissolution with consent of state
591
Statutory authority equivalent to consent of state
592
Dissolution without consent of state
593
Dissolution for failure to perform conditions
594
Dissolution by happening of contingency
596
Dissolution by expiration of period of existence 6427 No dissolution where period of existence is unlimited
600
Dissolution by voluntary surrender
601
Dissolution by death of members or loss of an integral part
604
When death of members does not dissolve corporation 6431 Ipso facto dissolution
605
Dissolution by consolidation
607
MATTERS NOT OPERATING AS DISSOLUTION
609
Insolvency does not operate as a dissolution
610
Appointment of receiver not a dissolution
611
Failure to elect officers not a dissolution
612
A total suspension of business will not operate as a dissolution 6440 Failure to hold meetings not a dissolution
615
Dissolution not effected by assignment for creditors 6442 Dissolution not effected by failure to perform necessary acts
616
Nonuser of franchise will not work a dissolution 6444 Transfer of all corporate property not a dissolution
620
Lease of corporate property not a dissolution
622
When transfer of property and franchise does dissolve corporation 6447 Distinction between dissolution and sale of property
623
Distinction between dissolution and sale of franchise
624
No dissolution where stock is owned by one person
625
WHO MAY APPLY FOR DISSOLUTION 6453 Power of majority to effect dissolution
627
Dissolution by majority under statutory or charter authority
631
No dissolution on application of a single stockholder 6456 No dissolution on application of stockholders because of mismanage ment
635
When stockholders may apply for dissolution
637
Dissolution on application of corporate officers
639
Creditors can not maintain proceedings to dissolve the corporation
640
Action for dissolutionPleading
641
Action for dissolutionParties
642
DISSOLUTION BY COURTS
643
Dissolution by a court of equity
644
Courts of one state have no power to dissolve a corporation of another state
647
Power exercised by English courts to dissolve corporations
649
Extent and force of a decree dissolving a corporation 6469 When injunction is a dissolution
651
Judicial Forfeiture of Charter 64756502
652
Legislature may authorize forfeiture by private persons 6477 Legislative executive and judicial annulment of charters 6478 Forfeitures not favored b...
656
Discretion of courts in declaring forfeitures
657
Right to forfeit where penalty imposed or other remedy provided
658
Causes of forfeiture not considered in a collateral proceeding 6483 Right to forfeiture for failure of condition subsequent
663
Substantial performance of conditions
665
Violation of immaterial conditions not ground for forfeiture 6486 Misuser of franchise as ground of forfeiture
666
Nonuser of franchise as ground of forfeitureAbandonment of eor porate enterprise
669
Temporary suspension not grounds of forfeiture
671
Necessity that delinquency should be wilful
672
Acts of agents and officers are acts of the corporation
674
Intent to violate charter in future not ground 6492 Public interest as test of right to forfeit
675
Insolvency not generally a ground of forfeiture 6494 Joining a trust as a ground of forfeiture 6495 Grounds of forfeitureMiscellaneous illustrations
677
Not ground for forfeitureMiscellaneous illustrations
680
Proceedings for forfeiture
682
Defenses and excuses
684
Condonation by subsequent good behavior 6500 Reinstatement after ouster
685
Waiver of right to demand forfeiture
686
Forfeiture of a portion of franchises
689
Dissolution and Distribution 65056574
691
Effect of dissolutionCommonlaw rule
692
Equity supplanted commonlaw rule
694
Dissolution destroys the exercise of corporate powers
695
Dissolution destroys right to exercise franchise 6510 Effect of dissolution on power to sue or be sued
697
Corporation can not take or convey property after dissolution
698
Effect of dissolution on power to contract
699
Dissolution does not relieve corporation of liabilities
700
Effect of dissolution on liability on contract
701
Effect of dissolution on liability for torts
702
Liability where business is continued after dissolution 6517 Effect of dissolution on pending actions
703
Dissolution of foreign corporationsEffect on pending actions
706
No judgment against corporation after dissolution
707
Effect of dissolution on execution and attachment
709
Right of appeal after dissolution 6522 Effect of dissolution on stockholders liability
710
Right to transfer stock after dissolution
711
Dissolution as a defense to actions against corporation
712
Pleading dissolution
713
EXISTENCE EXTENDED BY STATUTES
714
Corporate existence extended by statute
715
Existence continued for winding
717
Existence continued by one method of dissolution but not under a different method 6532 Corporate existence extended by statuteEffect on statute of ...
719
Statutory right of action after dissolutionTime for bringing suits
720
Rights of creditors during statutory extension 6535 Who entitled to prosecute actions after dissolution
721
Statutory right of action after dissolutionParties
723
Service on corporation after dissolution
724
STOCKHOLDERS RIGHTS ON DISSOLUTION 6541 Rights of stockholders on dissolution and distribution 6542 Rights and franchises which survi...
725
Stockholders equalized on dissolution and distribution
731
Stockholders may compel distribution after dissolution
732
Rights of preferred stockholders on dissolution
734
When preferred stockholders have preference on distribution
735
LIQUIDATION AND DISTRIBUTION 6551 Liquidation
737
Windingup actionsPleading and parties
738
Holding and disposing of property after dissolution 6554 Windingup actionAppointment of receiver or trustee
740
Who may apply for or be appointed receiver
743
Appointment of a receiver on dissolutionTime of application
744
Duties and powers of receiver in windingup proceedings
746
Directors made trustees for creditors and stockholders in winding
748
Duties and powers of directors acting as trustees in winding up 6561 Liabilities of directors acting as trustees in winding
752
Dissolution and winding upCollecting debts
753
Assessments against stockholders in winding up proceedings
754
Creditors protected in winding
755
Right of creditors to enforce claims
756
Claims of creditors in winding
757
No priority as between creditors in winding
758
Presentment and allowance of claims
760
Adjustment and priority of claimsIllustrations 6570 Allowance for services of receiver or trustee 6571 Allowance of attorneys fees in winding up acti...
769
Interest on claims
771
CHAPTER
779
Corporation may not exceed power granted by charter of its domicil
785
Foreign corporations subject to local laws equally with domestic cor
793
Proof of corporate existence of foreign corporations
799
Interstate commerce may not be burdened by conditions
809
Exclusion on grounds of public policy
815
Protection of due process clause of constitution
816
May not impose conditions on foreign corporations vending patented articles 6596 Statutes imposing conditions not retroactive
817
Right of legislature to alter conditions
818
Retaliatory and reciprocal statutes
819
Constitutional provisions selfexecuting 6600 Application of statutes to foreign mutual benefit companies 6601 Entry of corporations bearing name si...
821
Payment of license fees as a condition to admission 6603 Making deposits with state to secure creditors and policy holders 6604 Filing or registration...
826
Condition for designation of agent and place of business
828
Keeping books open to the inspection of stockholders
829
Effect of change of corporate name after issuance of certificate 6608 Duty to obtain certificate
830
Miscellaneous conditions imposed on foreign corporations
831
Statutes requiring reincorporation 6611 Discretion of officer issuing license
832
Technical noncompliance sometimes excused 6613 Corporation limited to business specified in its certificate
833
Miscellaneous questions of statutory construction relating to foreign corporations
834
Penalties for violation of statutes
835
Personal liability of agent of noncomplying corporation
836
Noncompliance as defense to prosecution of agent for crime
837
Ouster and forfeitureQuo warranto and injunction 6619 Revocation of licenses for removal of causes to the federal courts
840
CHAPTER 185
843
What constitutes doing businessIllustrations
847
Performing a single act may be doing business 6629 Performing a single act not doing business 6630 Performing a single act not doing businessIllu...
852
Matters that do not constitute doing business 6632 Matters that do not constitute doing businessIllustrations 6633 Transactions through agents and sa...
865
When transactions through agents constitute doing business
867
When writing insurance is doing business
869
Regulation of foreign insurance companies
871
CHAPTER 186
873
Statutory prohibition against acquiring real estate
877
Effect of charter prohibition against acquiring real estate 6643 Effect of conveyances made in violation of statutory prohibition
879
Foreign corporations may accept mortgages
880
Foreign corporations may take leases 6646 Real estate acquired as against public policy
883
Power to take land by devise
884
Foreign corporation may act as administrator or trustee
886
Exercise of right of eminent domain by foreign corporation 6650 Power to acquire real estate determined from the law of its situs
887
CHAPTER 187
889
What law governs such contracts
892
Effect of statutes against foreign corporations on validity of contract 6660 Effect of executed contractsAlabama rule
897
Validity of contracts made prior to the statutory enactment 6662 Contracts void under some statutes
899
A penalty imposed for violation of statute does not affect validity of contracts
902
Effect of contracts where statute suspends remedy
905
Estoppel as to persons contracting with foreign corporation 6666 Persons dealing with foreign corporation not estopped to question its right
907
Foreign corporation estopped to plead noncompliance
908
Personal and partnership liability for noncompliance
909
CHAPTER 188
911
Jurisdiction and venue of actions by foreign corporations 6672 Right to sue without complying with statute
916
Right to sue without complying with statuteIllustrations
920
Foreign corporation can not sue without complying with statute 6675 Foreign corporations can not sue without complying with statute Illustrations
925
Effect of compliance with statute after beginning suit 6677 Foreign corporation may enforce contract made before enactment of statute
929
No action by foreign corporation where contracts are void 6679 Right to enforce negotiable paper of foreign corporation not com plying with statutes
931
Foreign corporation may have benefit of statutory remedy 6681 Effect of statutes preventing a foreign corporation from doing busi ness on their rig...
932
A foreign corporation may sue and recover where the statute sus pends the remedy
934
Right of foreign corporation engaged in interstate commerce to sue 6684 Pleading and evidence of compliance with statute
936
Pleading and evidence of compliance with statute a condition prece dent
939
Noncompliance must be pleaded as a defense
941
CHAPTER 189
947
Situs of contract for the purpose of jurisdiction 6692 Jurisdiction of local courts over foreign corporations 6693 Jurisdiction of local courts over fore...
950
How jurisdiction of foreign corporations may be acquired
956
Corporation may agree to be sued outside of its domicil
958
Local courts have no jurisdiction to control internal management of foreign corporations
959
Extent of jurisdiction of local courts over internal management of foreign corporationIllustrations
961
Jurisdiction to control internal affairs of foreign corporations 6699 Exercise of jurisdiction to enforce individual rights
965
Effect of judgment against foreign corporation 6701 Actions on contracts made by foreign corporations with their agents 6702 Agents and sureties n...
971
Actions by nonresidents against foreign corporations
976
Right of foreign corporation to plead statute of limitations
977
Effect of failure to comply with statute in actions by and against foreign corporations for torts
980
A foreign corporation may defend in any action
981
CHAPTER 190
983
Acceptance of serviceVoluntary appearance
986
Service of process where foreign corporation has property in state
989
Service on corporate agents generally
990
Statutory designation of agents for service of process
995
Statutory requirements as to designation of state officials as agents for service of process
998
Service upon managing agent
1001
Agent must represent corporation as matter of fact and business must be done in state
1005
Service upon an officer or agent casually within the state
1006
Service on corporate agentsIllustrations
1008
Proof of agents appointment
1010
Service upon principal officers
1011
Service upon stockholders 6724 Service upon director
1012
Alternative serviceService on vicepresident 6726 Service upon receivers of foreign corporations
1014
Effect of withdrawal from the state and ceasing to do business 6728 Termination of agents authority
1015
Service upon corporations concurrently created by two or more states 6730 Judgment on statutory service good in all states 6731 Service by publicat...
1017
Miscellaneous questions as to mode of service
1018
Return
1020
CHAPTER TITLE FORTYONE MASSACHUSETTS TRUSTS 191 Massachusetts Trusts 67356767
1025
Nature and validity
1027
Massachusetts Trust and partnership distinguished
1029
Form of Massachusetts Trust
1033
Application of rule against perpetuities to these trusts
1041
Division of capital into sharesSales and transfers
1043
Recordation of declarations of trust
1045
Operation in foreign states
1046
Subjection to state Blue Sky Laws
1047
Nature of office of trustees and their liabilities and duties in general 6747 Qualification of trusteeMerger by beneficiary becoming trustee 6748 Limit...
1051
Indemnity of trustee
1052
Delegation of power by trustee
1053
Liability of trustee for torts
1054
Right of trustees to instructions of court
1056
Joint action of trustees and liability as between themselves 6754 Vacancies in office of trustees
1057
Removal of trustee
1058
Compensation of trustees 6757 Selection of officers by trustees
1059
Shareholders and their liabilities in general
1060
Nature of interest of shareholders in trust property
1062
Effect of death of shareholder
1063
Shareholders meetings 6762 Dividends to shareholders
1064
Property of trust held as personalty 6764 Liability of trust property for debts
1065
Termination of trust and division of property
1067
Taxation of shares
1068
Actions
1070
TITLE FORTYTWO
1073
CoOperative Marketing Associations 67706801
1075
ART 2
1077
Constitutionality of cooperative marketing laws
1079
Monopoly and antitrust laws
1080
Corporate character and powers of marketing associations in general 6775 Bylaws
1082
Creation of reserve
1084
Cooperative subsidiary corporations 6777 1 Right of cooperatives to limit transfer of stock in subsidiary cor porations
1087
Marketing of productsDivision of proceeds
1088
Nature of marketing contract in general 6781 Marketing contractExecutionDeliveryFraud
1089
Marketing contractMutualityConsideration
1090
Sufficiency of description of land on which crop raised 6784 WithdrawalCancelation or rescission of contract
1091
Title to productsMortgages and liens 6786 Right to include crops and produce raised by tenants or by wives where husbands have conveyed rights
1093
Interference with contract by third persons
1094
Breach of contract by memberExcuses
1095
Remedies for breach of contractLiquidated damages
1096
Remedies for breach of contractLegal basis of rights to injunction and specific performance 6791 Remedies for breach of contractInjunction and spe...
1097
Remedies for breach of contractInjunction founded upon contrac tual agreement 6793 Remedies for breach of contractInjunction and specific perfor...
1099
The optional settlement plan of cooperative marketingIts with drawal and expulsion clauses
1100
The settlement options
1101
Methods of financing daily and monthly pools 6797 Legality of the Tennessee contract
1102
Receiverships for cooperatives in state and federal courts
1103
Taxation and cooperative associations
1104
Liability of members to creditors
1105
Autorska prava

Uobičajeni izrazi i fraze

Popularni odlomci

Stranica 433 - The mortgagee has his strict rights which he may enforce in the ordinary way. If he asks no favors he need grant none. But if he calls upon a court of chancery to put forth its extraordinary powers and grant him purely equitable relief, he may with propriety be required to submit to the operation of a rule which applies in such cases, and do equity in order to get equity.
Stranica 561 - If for the convenience of the moment something is taken from what may not improperly be called the current debt fund and put into that which belongs to the mortgage creditors, it certainly is not inequitable for the court, when asked by the...
Stranica 262 - ... it is against the general law of reason that an agent should be intrusted with power to act for his principal and for himself at the same .time.
Stranica 189 - No conveyance, assignment or transfer of any property of any such corporation by it or by any officer, director or stockholder thereof, nor any payment made, judgment suffered, lien created or security given by it or by any officer, director or stockholder when the corporation is insolvent or its insolvency is imminent, with the intent of giving a preference to any particular creditor over other creditors of the corporation shall be valid.
Stranica 487 - That whenever in any cause pending in any court of the United States there shall be a receiver or manager in possession of any property, such receiver or manager shall manage and operate such property according to the. requirements of the valid laws of the state in which such property shall be situated, in the same manner that the owner or possessor thereof would be bound to do if in possession thereof.
Stranica 483 - When property has once vested in a trustee, assignee or receiver, by the law of the state where the property is situated, it makes no difference whether it is done under the local law of the state or under the common law.
Stranica 355 - ... a bank account from which amounts have been drawn from time to time, by the presumption that the sums drawn out were the moneys of the bank or trustee, which it had the right to expend in its own business, and that the balance remaining included the trust fund, which the bank had no right to use. Of course, this presumption will not stand against evidence; and it is a part of the rule applicable to following misappropriated moneys into a bank account that if, at any time during the currency of...
Stranica 795 - We adjudge that when the general property and assets of a private corporation, lawfully doing business in a State, are in course of administration by the courts of such State, creditors who are citizens of other States are entitled, under the Constitution of the United States, to stand upon the same plane with creditors of like class who are citizens of such State, and cannot be denied equality of right simply because they do not reside in that State, but are citizens residing in other States of...
Stranica 478 - Wa appointment is to put the property from that time into his custody as an officer of the court, for the benefit of the party ultimately proved to be entitled, but not to change the title, or even the right of possession, in the property
Stranica 805 - And every independent community will, and ought to judge for itself, how far that comity ought to extend. The reasonable limitation is, that it shall not suffer prejudice by its comity.

Bibliografski podaci