stituent corporations has, prior to the consolidation, executed a mortgage upon its property situated in the state of its domicile, the consolidated corporation cannot maintain an action in the courts of another state to foreclose such mortgage, unless the state in which such property is situated has, in authorizing the consolidation, given its consent to the maintenance of such action.59 § 4829. When consolidation takes effect. Where several corporations, each of a different state, are authorized to consolidate by the co-operating legislation of the different states so as to assume a new corporate form and name, such a consolidation, voluntarily made by the constituent corporations, with the assent of the stockholders of each, if necessary, comes into effect when the last step is completed, as the result of simultaneous action, and it is immaterial in which state or at what date any of these corporations was first incorporated.60 § 4830. Judgment in one state as conclusive everywhere. A judg ment rendered against the consolidated corporation, in a court which has jurisdiction, is binding on the corporation and its property every. where.61 § 4831. Effect of injunction in one state. Such a consolidated company cannot avoid performance in one state of an obligation undertaken there, and which is valid by its laws, merely because it has been enjoined from performing it by the courts of one of the other states which joined in its formation, under the laws of which it would be invalid.62 59 Eaton & H. R. Co. v. Hunt, 20 Ind. 457, 464; Pittsburgh & S. L. R. Co. v. Rothschild, 4 Cent. Rep. (Pa.) 107. 60 Mackay v. New York, N. H. & H. R. Co., 82 Conn. 73, 84, 24 L. R. A. (N. S.) 768, 72 Atl. 583, citing Patch v. Wabash R. Co., 207 U. S. 277, 284, 52 L. Ed. 204, 12 Ann. Cas. 518. 61 Union Trust Co. v. Rochester & P. R. Co., 29 Fed. 609. 62 Mackay v. New York, N. H. & H. R. Co., 82 Conn. 73, 24 L. R. A. (N. S.) 768, 72 Atl. 583. CHAPTER 61 REORGANIZATION I. IN GENERAL § 4832. Introductory. $4833. Scope of chapter. § 4834. Definitions and distinctions-Reorganization. $ 4835. § 4836. § 4837. § 4838. § 4839. - "Successors" and "succession.'' Distinguished from combinations, consolidations or mergers. Distinguished from mere change of name. Distinguished from mere amendment of charter or extension or revival. - Reincorporation as a species of reorganization. § 4840. Reorganizations as favored by the courts. § 4841. Power of courts in connection with reorganizations. § 4842. Reorganization as ground for abatement of action. § 4843. Contracts of promoters as binding themselves and reorganized company. § 4844. Collateral attacks on reorganization. II. AUTHORITY TO REORGANIZE AND METHODS OF REORGANIZATION § 4845. General considerations. § 4846. Authority of directors as distinguished from stockholders. § 4847. Necessity for, and construction of, statutory authority-General rules. § 4848. § 4849. Where original company illegally or ineffectually created or organized. - Where original company dissolved by nonuser. § 4850. Methods of reorganization-In general. § 4851. § 4852. § 4853. § 4854. § 4855. $ 4856. - Reincorporation and amendment of charter. - Readjustment of securities. - Reorganization by voluntary transfer to new company. Reorganization in connection with judicial or execution sale. - Statutory procedure in Maine. - Reorganization of English and Canadian corporations. § 4857. Reorganization in connection with judicial or execution sale-In general. Purchase of corporate property as itself making purchasers a corporation. - Agreement in regard to reorganization as contained in mortgage. - Substitution of stock for bonds. § 4863. Voluntary transfer of property to new corporation-In general. - Where all of stockholders assent. Where part of stockholders dissent but there is no fraud. - Where transfer is not in good faith. § 4868. Limitations upon power of legislature to authorize reorganization without consent of minority stockholders or bondholders. § 4869. Repeal or amendment of statutory authority as impairment of contract. § 4870. Change of state bank into national bank-Statutory authority. § 4875. § 4876. § 4877. § 4878. § 4879. Where there is fraud. - Coercion of bondholders or stockholders. - Necessity for, and sufficiency of, consideration for agreement. - Permitting stockholders to participate without including general - Agreement as to issuance of stock or bonds. - What law governs. - Estoppel to attack illegality. § 4883. Construction-In general. § 4884. § 4885. - Agreement to accept "securities.'' - Provision for submitting plan of reorganization. $ 4886. - Provisions as to expenses of reorganization. 4887. Modification of agreement. § 4888. Agreement as binding upon new corporation. § 4889. Attacks on agreement as premature. 4890. Specific performance. 84891. Evidence of agreement. IV. PARTIES INCLUDED IN REORGANIZATION PLAN § 4892. General considerations. § 4893. All or part of bondholders. § 4894. All or part of stockholders. 4895. All or part of creditors at large. V. RIGHT TO PARTICIPATE IN REORGANIZATION AS CONFERRED BY REORGANI- VI. WHAT CONSTITUTES JOINDER IN REORGANIZATION AGREEMENT AND EFFECT THEREOF § 4901. General rules. § 4902. Deposit of securities as making depositor a party. 4903. Acceptance of benefits as equivalent to consent. § 4904. Silence as equivalent to consent-In general. § 4905. § 4906. - Failure to dissent as equivalent to consent as provided for by reorganization agreement. Power of legislature to make mere failure to assent equivalent to express assent. $4907. Right to rescind. § 4908. Rights of participating bondholders in and to property bought in for their benefit. § 4909. Equality between participating bondholders. § 4910. Acceptance of new securities as satisfaction of claims of recipients. § 4911. Distribution of securities of new company. VII. COMMITTEE § 4912. General considerations. § 4913. Powers, rights and duties-In general. Power to construe reorganization agreement. - Power to change or modify reorganization plan or agreement. - Organization of new company in sister state. - Assessments. Receipt and distribution of securities. - Right to intervene in foreclosure suit. - Rights as to foreclosure purchase where bondholders fail to pay assess ments. - Duty to adopt plan of reorganization before sale in foreclosure suit. -Duty to convey property purchased to new corporation. § 4923. Certificates of deposit. § 4924. Contracts of committee as binding upon bondholders. § 4925. Notice to committee. § 4926. Liabilities of committee and their enforcement. § 4927. Compensation and expenses. VIII. RIGHTS OF STOCKHOLDERS § 4928. In general. § 4929. Right to combine to procure, or purchase at, judicial or execution saleGeneral rule. § 4930. - Purchase by stockholders who are directors or other officers. § 4931. Right to participate in reorganization—In general. Where reorganization is in connection with judicial or execution sale. Rights of nonassenting stockholders where reorganization is not connected with judicial or execution sale. § 4934. Liability of stockholders for debts of old or new corporations. IX. RIGHTS OF BONDHOLDERS § 4935. In general. § 4936. Right of one bondholder to exclude other bondholders from benefit of mortgage. § 4937. Right to purchase at judicial sale either singly or by combination-In general. § 4938. — Right of bondholders or creditors to combine to purchase. § 4939. – Right of mortgage trustee to purchase as representative of the bond holders or otherwise. § 4940. Right to pay bid in bonds. § 4941. Rights of second mortgage bondholders. § 4942. Compliance with terms of agreement as condition to right to share in benefits of reorganization. § 4943. Rights of minority or nonassenting bondholders-General rule. § 4944. § 4945. Power of majority to modify or change reorganization plan. Remedies of nonassenting bondholders. § 4946. Rights of bondholder given opportunity to participate in purchase at forced sale but who fails to join. § 4947. Rights of nonassenting bondholders, after sale, no greater than those of assenting bondholders. X. RIGHTS OF UNSECURED CREDITORS § 4948. In general. § 4949. Preferring stockholders as against unsecured creditors-General rule. § 4950. Limitations of rule. - Effect of value of property being less than face of mortgage debt. XI. EFFECT AS CONTINUATION OF CORPORATION OR CREATION OF NEW CORPORATION § 4952. Importance of question. § 4953. General rule. § 4954. "Reincorporation" as creating new company. § 4955. Reorganization in connection with judicial or execution sale. § 4956. Reorganization by voluntary transfer of assets to new company. § 4957. Extension of corporate existence as creation of new corporation. § 4958. Amendment of charter as creating new corporation-In general. § 4959. Grant of special charter to an existing corporation. § 4960. Mere change in name of corporation. § 4961. Reorganization as dissolution of old company. § 4962. Organization of new company as essential to its existence. XII. RIGHTS, POWERS AND DUTIES OF NEW COMPANY § 4963. In general. § 4964. Rights as grantee or successor of purchaser. § 4965. What property passes to new company-In general. § 4966. § 4967. § 4968. § 4969. - Property and rights as dependent on terms of transfer or scope of mortgage. Property which has vested in others on happening of contingency. - Title of reorganized company to right of way. - Franchises of old company as passing to new company. § 4970. Contracts of old company as continuing in favor of new company. § 4971. Succession to causes of action existing in favor of old company. § 4972. Succession to privileges and exemptions of old company-General rule. - Effect of statutes in existence at time of reorganization. - Exemption from rate regulation. |