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for failing to keep their works in repair. $ 6429.
further of such indictments. $ 6430.
for usury. 86431.
for omitting to stamp papers. $ 6432.
not indictable for acts authorized by charter or statute. $ 6433.
whether corporations indictable for offenses denounced against “persons.”

8 6434.
offenses by interstate railway companies. $ 6435.
form and sufficiency of such indictments. $ 6436.
further of this subject. $ 6437.
proceedings before an examining magistrate. 8 6438.
mode of compelling appearance. $ 6439.
entering the plea of not guilty. 8 6440.
proof of the fact of incorporation under an indictment. 8 6441.
defenses to indictments. $ 6442.
the judgment or sentence. $ 6443.

indictments for offenses against corporations and their property. $ 6414.
Individual liability of stockholders.

See STOCKHOLDERS, subds, 2–17.
conditions precedent to proceedings against stockholders. $$ 3340-3388.
right of action in receiver, assignee, etc. $S 3549-3571.

divestiture of liability by transferring shares. $ 3221, et seq.



Infra vires acts.


of corporations for purposes of jurisdiction. $8 7484-7489.

See Actions; EQUITY.
1. In actions by and against corporations.

scope of the subject. $7767.
restraining ultra rires acts of corporations injurious to private right$7768.
injunctions against breaches of contracts. $7769.
enjoining a corporation from breaking the contracts of its stockholders. $ 7770.
enjoining corporations from committing trespasses upon property. 8 7771.
enjoining the unlawful appropriation of private property for public purposes.

§ 7772.
whether such an injunction ought to be denied on the ground of adequate rem.

edy at law. $7773.
enjoining the ultra vires acts of corporations injurious to public right. $7774.
such jurisdiction supported upon the ground of trust. § 7775.
injunctions to restrain invasious of corporate franchises. $ 7776.
when not necessary to establish the franchise in a trial at law. 8 7777.

to enjoin State railroad commissioners from establishing rates and charges.

to enjoin State railroad commissioners from enforcing unreasonable rates.

$ 7779.
whether a bill for an injunction against railway commissioners is a suit against

the State. $7780.
at a suit of private persons to compel corporations to perform their public duties.

8 7781.
injunctions against strikes, boycotts, and other combinations among working.

men. § 7782
other decisions illustrating the use of injunctions in the case of corporations.

8 7783.
cases where such injunctions not granted. $7784.
2. In aid of stockholders' remedies. See ACTIONS.

summary statement of cases where injunctions granted. $ 4517.
injunction restraining the directors from committing breaches of trust

$ 4518,
injunction restraining illegal and ultra vires acts. $ 4519.
single stockholder entitled to such an injunction. $ 4520.
and without requesting the directors to sue themselves. $ 4521.
enjoining the illegal voting of shares. $ 4522.
enjoining one corporation from voting shares held in another. $ 4523.
enjoining illegal forfeiture of shares. $ 4524.
enjoining acts of persons usurping office of directors. $ 4525.
equity will not annul the by-laws of mutual benefit societies. $ 4526.
injunction to restrain a corporation from petitioning for an amendment of its

charter. $ 4527.
injunctions against unlawful and ultra vires consolidations. $ 4528.
enjoining the transaction of business before due incorporation. $ 4529.
injunction against reorganization. $ 4530.
injunctions against judgments in winding-up proceedings. $ 4531.
illustrative cases in which such injunctions have been granted. $ 4532.
circumstances under which such injunctions denied. $ 4533.

effect of laches on the part of the stockholder. $ 4534,


Insolvent Corporations.

1. Assignments for creditors.

a corporation can make an assignment for the benefit of creditors. $ 6466.
what corporations may make such assignments. 8 6467.
under general statutes authorizing "debtors ” to assign. $6468.
such an assignment passos unpaid stock subscriptions. 8 6469.
does not pass power to assess stockholders. 8 6470.
passes what franchises. $ 6471.
whether passes rights of action ex delicto. 8 6472.

Insolvent corporations-(Continued).
whether the directors may make such an assignment without authorization of

the stockholders. & 6473.
formalities in making the assignment. 8 6474.
validity of conditions in such assignments. 8 6475.
further of this subject. 8 6476.
validity of an assignment giving assignee discretionary power to sell. 8 6477.
questioning the validity of the assignment. 8 6478.
on the ground that it was not made at a proper board meeting, eto. 8 6479.
further of this subject. 8 6480.
what resolution will authorize an assignment. 8 6481.
effect of such an assignment. 8 6482.
assignment after notice of motion for injunction. 8 6483.
who eligible as assignee. 8 6484.
what if one assignee refuses to qualify. 86485.
may maintain actions upon share subscriptions. 8 6486.

schemes of composition or arrangement.” § 6487.
2. Preferring creditors.

doctrine that an insolvent corporation cannot prefer particular creditors. 86492.
statutory affirmations of this doctrine. 8 6493.
doctrine that an insolvent corporation can prefer creditors. 8 6494.
reasons given in support of this doctrine. 86495.
the fallacy of these reasons. § 6496.
doctrine that it can prefer its own stockholders. 8 6497.
doctrine that it can prefer its own directors. 8 6498.
reasoning of the judges so holding. $ 6499.
that it can prefer them although the debts are in excess of the statutory limit.

8 6500.
that such a preference gives no right of attachment. 86501.
that the president of a corporation can prefer bimself as a creditor over the cor-

poration. $ 6502.
doctrine that it cannot prefer its own directors and officers. $ 6503.
further of this doctrine. 8 6504.
illustrations. 8 6505.
whether directors can prefer their own relatives. 8 6506.
assignments to a single creditor, leaving other debts unpaid. 8 6507.
releasing its property to an attaching creditor. $ 6508.
mortgages and other assignments to secure present advances. 8 6509.
when assignee holds property as trustee. $ 6510.
payments in due course of business. 8 6511.
executing judgment notes. $ 6512.
effect upon creditors of failing to obtain preferences. 8 6513.
under the New York statute to prevent fraudulent bankruptcy by incorporated

companies. 8 6514.
this statute avoids what payments and transfers. $ 6515.
what transfers it does not avoid. § 6516.
how far it prohibits preferences obtained by means of actions against the corpo.

ration. $ 6517.
has no extra-territorial force, 8 6518.

Insolvent corporations-(Continued).
under the New York Act of 1882, relating to transfers by banking corporations.

$ 6519.
remedies in equity against assignee. 8.6520.
3. Fraudulent conveyances by corporations.

general doctrine as to fraudulent conveyances by corporation. $ 6526.
fraudulent diversions of the property of the corporation. $ 6527.
“Credit Mobilier" arrangements. $ 6528.
evidence to show insolvency. $ 6529.
conveyances to directors or officers of the corporation. 8 6530.
ratification, acquiescence, estoppel. 8 6531.
when such transactions not impeached by way of defense in actions at law.

8 6532.
saving the rights of bona fide purchasers. 8 6533.
assignment of all the property of the corporation in fraud of its creditors. $ 6534.
transfers pendente lite. $ 6535.
other conveyances rendered void by statute. 86536.

consenting to judgments. 8 6537.
4. Creditors' suits - distribution of assets.

jurisdiction of equity to distribute the assets of insolvent corporations. $ 6555.
further of this subject. 8 6556.
venue of actions brought for this purpose. $ 6557.
whether such action by bill or petition. 8 6558.
creditor bringing the bill must be a judgment creditor. $ 6559.
so where he proceeds against stockholders. 8 6560.
exceptions to the rule which requires a judgment at law. $ 6561.
such judgment at law must be a domestic judgment. 8 6562.
and his execution must have been returned nulla bona. $ 6563.
bill by creditor having a lien upon the assets. 8 6564.
bill by a general creditor to remove an invalid lien. 8 6565.
creditors' bill where the trustee fails to execute the trust. § 6566.
parties plaintiff: whether bill filed on behalf of all creditors. $ 6567.
parties defendant to such bills. 8 6568.
cross-bill by assignee. $ 6569.
kinds of relief administered. $ 6570.

statutory proceedings for sequestration of earnings. $ 6571.
5. Selling out to new corporation. See SALES,
6. Appointment and qualification of receivers. See RECEIVERS.

of books and papers by shareholders. § 4406-4435.

of turnpike roads. $ 5519.


of election, appointment of. $ 745.
Insurance Corporations.

powers ascribed and denied to. $$ 5849-5861.
enactment of by-laws by. $ 992.

Insurance corporations—(Continued).
Receivers of insurance companies.

appointment of receivers of such companies. $7219.
circumstances under which appointed. $ 7220.
appointment at the suit of judgment creditors. $7221.
appointment at the suit of policy holders. $7222.
impeaching the decree appointing the receiver. 7223.
receiver cannot reinsure risks. $7224.
cannot waive stipulations in policies. $7225.
payment of losses accruing during the receivership. $7226.
receiver's right of action on a guaranty where one life insurance company absorbs

another and reinsures its risks. $7227.
administration of the securities deposited with the superintendent of insurance,

$ 7228.
proceedings where receiver disallows a claim. $ 7229.
compromising claims. $7230.
premium notes in the hands of receiver. 87231.
further of premium notes. $7232.
assessing the premium notes. $7233.
necessity of assessment. $7234.
circumstances under which such assessments may be made. 8 7235.
effect of assessments by a former receiver. § 7236.
extent and proportion of the assessment. 7237.
valuation of policies in winding up. $ 7238.
rule adopted by statute in England. 7239.
manner of making the assessment. $7240.
equalizing those who have paid premiums in cash. $724).
particularity in making the assessment. $7242.
requisites of notice of the assessment. $7243.
notes payable absolutely where no assessment is necessary. $7244.
arrangements among the members limiting their liability. $7245.
actions to enforce assessments upon premium notes. $7246.
what the receiver must aver and prove. $7247.
recovery of interest on such premium notes. 8 7248.
receiver takes premium notes subject to equities. $ 7249.
illustrations of this principle. $7250.
right of set-off in actions on premium notes. $7251.
right of set-off under statutes of New York. $7252.
defenses to such actions. $7253.
priorities in distribution. $7254.
receiver may exercise an option possessed by the company. $7255.

distribution not made to creditors of creditors. 87256.

Internal improvements.

corporations for. $ 200.
Interstate bridge companies.

taxation of. & 8128.
Interstate commerce.

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