in either state, subject to any local legislation. On the other hand, both lines of decisions admit that the acts of the corporations in each of the states is governed by the local law of each of the states. In other words, the consolidated corporation is a domestic corporation in each of the states, including the power to tax it, and also so far as the jurisdiction of the courts is concerned, and it is wholly immaterial, it would seem, whether it be held, because thereof, that there is not a single new corporation but instead a local corporation in each of the states, or whether it be held that there is a single new corporation whose powers, rights, duties and liabilities are governed in each of the states by the local laws. If the combination is a merger rather than a consolidation, no new corporation is created,14 since the same rule is applicable as in case of a merger of domestic corporations.15. § 4820. Power to transact business in each of states-In general. The consolidated corporation may transact business in each of the states by virtue of whose legislation it is created so as to bind it and its property in each of the states.16 Though a corporation formed by the consolidation of corporations of different states is technically a distinct corporation in each state, and a resident of each state, and owes its existence and powers in each state to the laws of that state only, yet as it is under one management, consists of the same stockholders, and has the same powers in each state, it is in effect a consolidated corporation for the purpose of conducting its business, and entering into contracts, and incurring liabilities.17 Contracts made by the officers of the consolidated corporation and mortgages executed by them upon its property in all the states, which purport to be made or executed by the consolidated corporation, will be regarded as made by the corporation of each state, and will be given the same 14 Lee v. Atlantic Coast Line R. Co., 150 Fed. 775. 15 See § 4662, supra. 16 Graham v. Boston, H. & E. R. Co., 118 U. S. 161, 30 L. Ed. 196. See also Ohio & M. R. Co. v. People, 123 Ill. 467, 14 N. E. 874; Racine & M. R. Co. v. Farmers' Loan & Trust Co., 49 Ill. 331, 95 Am. Dec. 595; Guinault v. Louisville & N. R. Co., 41 La. Ann. 571, 6 So. 850; Covington & C. Bridge Co. v. Mayer, 31 Ohio St. 319. See also § 393. VII Priv. Corp.-71 The consent of the state to the consolidation necessarily implies a consent to the doing of such acts as are essential to the life, existence and carrying on the business by the consolidated company. Pollitz v. Wabash R. Co., 167 Fed. 145, 156. 17 Graham v. Boston, H. & E. R. Co., 118 U. S. 161, 30 L. Ed. 196; Racine & M. R. Co. v. Farmers' Loan & Trust Co., 49 Ill. 331, 95 Am. Dec. 595. effect as if the consolidated company were, in law as well as in reality, a single corporation.18 § 4821. Power to hold meetings in any of the states. Where corporations of different states are consolidated under concurrent legislation of the several states, with a capital stock, which is a unit, and with only one set of stockholders, who have an interest, by virtue of their ownership of shares of the stock, in all its property everywhere, the consolidated corporation has a domicile in each state, and it or its shareholders can, in the absence of provision to the contrary, hold meetings in any of the states, so as to bind the corporation as to its property everywhere.19 § 4822. Control by courts of the respective states. Since an interstate consolidated corporation has a corporate existence in each state, the courts of either state have jurisdiction to control it, and may enjoin it from expending its funds for other than corporate purposes, regardless of where such expenditure is to be made.20 § 4823. Corporation as domestic one in each of states-General rule. Where a corporation is made up of two or more consolidating corporations holding charters from different states, the consolidated corporation is to be treated as a domestic corporation in each state, in reference to the laws of that state relating to its conduct there."1 18 Racine & M. R. Co. v. Farmers' Loan & Trust Co., 49 Ill. 331, 95 Am. Dec. 595. 19 Graham v. Boston, H. & E. R. Co., 118 U. S. 161, 30 L. Ed. 196; Pollitz v. Wabash R. Co., 167 Fed. 145; Ohio & M. R. Co. v. People, 123 Ill. 467, 14 N. E. 874; Covington & C. Bridge Co. v. Mayer, 31 Ohio St. 317. See also §§ 393, 1636, supra. A meeting in one of the several states of the stockholders of a corporation chartered by all those states is valid in respect to the property of the corporation in all of them, without the necessity of a repetition of the meeting in any other of those states, whether it be or be not true that proceedings of persons professing to act as corporators, when assembled without the bounds of the sovereignty granting the charter, are void. Miller v. Ewer, 27 Me. 509, 46 Am. Dec. 619. 20 State v. Northern Cent. Ry. Co., 18 Md. 193; Fisk v. Chicago, R. I. & P. R. Co., 53 Barb. (N. Y.) 513. 21 Pollitz v. Wabash R. Co., 167 Fed. 145, 156; Attorney General v. New York, N. H. & H. R. Co., 198 Mass. 413, 84 N. E. 737; Chicago & N. R. Co. v. Auditor General, 53 Mich. 79, 18 N. W. 586. "Where several corporations, each of a different state, are so consolidated by the co-operating legislation of those states as to assume a new corporate form and name, the consolidated corporation is, in each of those states, in the eye of the law, as to acts there done or to be done, a corporation of that state." New York, N. H. & H. Mackay v. The legislature of each state has the same power to control and regulate the corporation, as a corporation of the state, as it had before the consolidation, except in so far as it may have surrendered such right by the grant of particular powers, privileges or exemptions in the statute authorizing the consolidation.22 The fact that the consolidated company is a new corporation does not deprive the various states of their jurisdiction over it, nor render it less subject to their laws.23 "In each state, it is a corporation of that state, domiciled there, created by its laws, and subject to regulation by it. Its privileges in each state are those conferred by the laws of that state, and its obligations in each state are those required of it under the laws of that state. '' 24 The Supreme Judicial Court of Massachusetts, in considering the status of such a consolidated corporation, said: "If we look first at the facts there was a consolidation of two Conn. 73, 84, 24 L. R. A. (N. S.) 768, 72 Atl. 583. In its relation to each state by which its consolidation was authorized, a corporation formed by the consolidation of corporations of different states will stand as a separate corporation governed by the laws of that state as to its property therein, and subject to taxation in conformity with the laws of that state. Delaware Rail road Tax, 18 Wall. (U. S.) 206, 21 L. Ed. 888; Philadelphia & W. R. Co. v. Maryland, 10 How. (U. S.) 376, 13 L. Ed. 461; Ohio & M. R. Co. v. People, 123 Ill. 467, 14 N. E. 874. See also § 395, supra. Where two corporations of different states consolidate, the consolidated company has in each state all the rights held by the local company of which it is in part formed. Pittsburgh, C., C. & St. L. Ry. Co. v. Harden, 137 Ind. 486, 37 N. E. 324. 22 Maine Cent. R. Co. v. Maine, 96 U. S. 499, 24 L. Ed. 836; Peik v. Chicago & N. W. Ry. Co., 94 U. S. 164, 24 L. Ed. 97. The consolidated company cannot disregard the laws of any one of the states except so far as an assent is necessarily implied. In any event, it cannot act in violation of the constitution of either one of such states. Pollitz v. Wabash R. Co., 167 Fed. 145, 157. 23 Pollitz v. Public Utilities Commission of Ohio, 96 Ohio 49, 117 N. E. 149. 24 Note in 89 Am. St. Rep. 604, 651. As supporting this statement, wholly or in part, see the following cases: Georgia. Angier v. East Tennessee, V. & G. R, R., 74 Ga. 634. Illinois. Ohio & M. R. Co. v. People, 123 Ill. 467, 14 N. E. 874. Indiana. Eaton & H. R. Co. v. Hunt, 20 Ind. 457. Louisiana. Day v. New Orleans Minnesota. In re St. Paul & N. P. 12 Nebraska. State v. Chicago, B. & T. R. Co., 25 Neb. 156, 2 L. R. A. 564, 41 N. W. 125. New York. Sage v. Lake Shore & M. S. R. Co., 70 N. Y. 220. Ohio. Ashley v. Ryan, 49 Ohio St. 504, 31 N. E. 721. corporations into a single corporation which was a creation of both states, operating a railroad extending into both, having the same capital stock to cover the property in both states, and electing its officers and managing its business as a single corporation, there is nothing that makes it any more a domestic corporation in one of the states than in the other. It is a foreign corporation in neither of them. It is a domestic corporation in each of them. It is a single corporation in most of its features. In other features it is two corporations acting together as one. It is a single corporation with two parents who live apart and act independently, each having absolute control in his own domain. It owes allegiance and is subject alike to each, and is dependent upon each alike for future favors. We are speaking now of a legislative consolidation or mergers of two corporations, upon equal terms, which this was; and not of mere permission to a corporation of one state to enter another state and acquire property and franchises there." 25 "Neither of the states in question could confer upon it the franchise of maintaining a corporate existence in any other state, nor add to nor diminish the powers that it can exercise in any other." 26 If, acting within its powers possessed by the virtue of the laws in one of the states, it incurs a liability to be there discharged, and upon which it is there sued, it cannot escape its enforcement on the ground that it is also a corporation in another state, under the laws of which no such liability could have been legally assumed.27 The consolidated corporation cannot exercise in one state powers given to it only by its charter in another state which other corporations in the former state are not permitted to exercise.28 In case of merger, however, it seems that the absorbing corporation, if a foreign corporation, does not become a domestic corporation although the absorbed corporation is a domestic corporation.29 § 4824. Legislative control where power reserved in one state to amend or repeal charter. Where the Constitution of Wisconsin 25 Attorney General v. New York, N. H. & H. R. Co., 198 Mass. 413, 417, 84 N. E. 737. See also Attorney General v. New York, N. H. & H. R. Co., 201 Mass. 370, 87 N. E. 621. 20 Mackay v. New York, N. H. & H. R. Co., 82 Conn. 73, 84, 24 L. R. A. (N. S.) 768, 72 Atl. 583. 27 Mackay v. New York, N. H. & H. R. Co., 82 Conn. 73, 85, 24 L. R. A. (N. S.) 768, 72 Atl. 583, holding that the consolidated company "cannot set up a defense of ultra vires in the courts of Connecticut, if the cause of action had its seat in Connecticut and arose from an act for doing which it had a Connecticut franchise." 28 Attorney General v. New York, N. H. & H. R. Co., 198 Mass. 413, 84 N. E. 737. 29 Lee v. Atlantic Coast Line R. Co., 150 Fed. 775. provided that all acts for the creation of corporations within the state might be altered or repealed by the legislature at any time after their passage, and an act for the consolidation of a certain corporation created by the laws of Wisconsin with other corporations created by the laws of Illinois provided that "The consolidated company shall be and remain subject to the laws of the state of Wisconsin and the state of Illinois respectively, and shall have in all respects the same privileges as though this consolidation had not taken place; provided that the laws of Illinois shall have no force and effect in the state of Wisconsin," and the same act also provided that the consolidated company should "have all the rights, privileges and franchises conferred on the said companies (those in Illinois as well as those in Wisconsin) by the laws of the states of Illinois and Wisconsin, respectively, the same, and not otherwise, as though such consolidation had not taken place," the Supreme Court of the United States, in holding that the legislature of Wisconsin had the power to provide for a maximum of charge to be made by the consolidated corporation for fare and freight upon the transportation of persons and property carried within the state, or taken up outside the state and brought within it, or taken up inside the state and carried without, said: "In this way, Wisconsin in effect said to the Illinois companies : 'You may consolidate your interest with those of the named companies in this state, and form one consolidated company in the two states; but, in so doing, you must, in Wisconsin, be subject to our laws. In Wisconsin, all corporations are liable to have their charters altered or repealed at the will of the legislature. If you are willing to take this risk, we will care for you, within our jurisdiction, precisely as we do for our own corporations.' Upon these terms the consolidation was finally perfected, and the consolidated company now exists under the two jurisdictions, but subject to the same legislative control as to its business in Wisconsin as private persons. The Illinois companies might have stayed out, but they chose to come in, and must now abide the consequences. Thus Wisconsin is permitted to legislate for the consolidated company in that state precisely the same as it would for its original companies, if no consolidation had taken place. This is the contract by which the Illinois stockholders must abide. Having availed themselves of what they supposed to be the advantages of the consolidation, they cannot repudiate their corresponding obligations." 30 80 Peik v. Chicago & N. W. Ry. Co., 94 U. S. 164, 24 L. Ed. 97. |