PREFACE. MR. JUSTICE SWAYNE said the Common Law is "Reason dealing by the light of experience with human affairs"; and Mr. Justice Holmes says "The life of the law has not been logic; it has been experience." This work is designed to furnish those interested in the study of Corporation Law,-whether practitioner, teacher or student, such material from the original sources, and in such order, as will show how reason and experience have dealt with the subject. Effort has been made in the selection to secure the best expression of the underlying reason or theory; to place these in such order as to develop, in a natural way, the general theory of Corporation Law, set forth in the table of contents; to insert such notes as will present a more comprehensive view of some of the topics; and to furnish, in chronological order, such a list of cases bearing upon the principles as will enable the investigator to make a reasonably complete study of the same. The editor has had no special theories to advance, but some effort has been made to bring back into light, and put in their proper places, the "personal" and "franchise" theories of corporate existence, so much obscured by the "collection of individuals" theory in the excellent works of Mr. Morawetz and Mr. Taylor. The Law of Corporations cuts across nearly the whole body of the Law. In addition, intricate and peculiar relations arise between a corporation and the State, the Promoters, the Members, the Officers, the Creditors, or others, as well as amongst themselves. Recently the volume of corporate litigation has been enormous, resulting in numerous discordant decisions of inordinate length. All these make the choice of illustrative cases on the subject especially difficult. During the four years of preparation, many thousand cases have been examined and compared in order to make this selection. Some topics are not here worked out in such detail as in other collections; but many others, such as, the Corporation as a Franchise, Constitutional Limitations on the Power to Create, Functions of Promoters, Subscriptions, Incorporation, Organization, Corporations De Facto and By Estoppel, Name, Power to Sue and Be Sued, Taxation, Visitation, National Corporations, the National Government and State Corporations, etc., etc., not found, or merely touched upon, in other works, are here given due prominence. An appendix of forms is also added. By continual cross references, many cases have been used to do double service, and thereby add to the completeness of the view. It is believed that a constant reference by the student to the outline given in the table of contents will be of material service in helping him to understand and appreciate the bearing and relation of the cases to one another and to the general theory of corporation law. Acknowledgments are due to Oscar Bader, Esq., R. G. Schulder, Esq. and Mr. H. F. Jacobs, for help in reading proof and verifying citations. The work is submitted to the judgment of those who have occasion to use it, with the hope that it may be found of service. ANN ARBOR, MICHIGAN, H. L. W. February 1, 1902. SUBDIVISION I. THE STATE'S POWER TO CREATE.. SUBDIVISION II. THE PROMOTERS-THEIR FUNCTIONS.... 374 VOLUME II. TITLE III. DOCTRINE OF ULTRA VIRES TITLE IV. GENERAL DUTIES AND LIABILITIES PAGE. SUBDIVISION IV. THE STATE and Foreign CORPORATIONS.1480 CORPORATIONS .1527 .1546 TITLE II. THE CORPORATION AND VARIOUS CLASSES OF SUBDIVISION V. THE CORPORATION AND OUTSIDE PARTIES.1760 TITLE I. INTERNAL RELATIONS.. SUBDIVISION I. PROMOTERS. TITLE II. EXTERNAL RELATIONS,-CREDITORS 1760, 1808 ..1767 ..1767 ..1767 1770 .1790 ...1805 SUBDIVISION I. THE STATE AND CORPORATE CREDITORS.1805 CERS SUBDIVISION IV. CREDITORS AND SHAREHOLDERS I. RIGHTS OF CREDITORS. .1874 1899 .1899 ARTICLE I. DEFINITION AND TESTS.. Sec. 1. Definitions,-the corporation as a person, -as a collection of in- Sec. 5. (4) In foreign jurisdictions, powers conferred control 2608 |