Principles of Corporation Law

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M. Curlander, 1914 - 463 páginas

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Conditions subsequent 29 No such corporation
39
The Maryland
41
Act of 1908 Code 1911 Art 23 sec
42
Estoppel by pleading
44
Partnership liability
45
WHAT A CORPORATION MAY
46
General powers and disabilities 34 Corporate capacity
47
Common law powers and disabilities 36 Modifications of the common law doctrine
48
Geographical limitations
51
Holding and disposing of property
52
39 Consolidation
62
Changing the capital stock
67
Preferred shares
70
Voluntary dissolution
71
Miscellaneous statutory powers and limitations
73
The tempering of the strict rule
74
HOW THE CORPORATE POWERS ARE EXERCISED
74
The structure of a body corporate and the functions performed by its parts 44 Scope of the chapter
75
Agency
76
Modal requirements
80
The passing of the seal
82
Corporate meetings 48 Requisites
84
By whom corporate meetings may be called
86
Quorum
87
Voting
88
Voting trusts
90
Bylaws 53 Nature and scope
93
Illustrative cases
94
proof of bylaws
96
Further statutory provisions
97
The status of a member 57 When created and terminated
98
Rights and duties of a member
99
Chapter X Directors Qualification 60 Election
102
Directors de facto 62 Voting 63 Compensation
104
Agency
105
Duties
111
Officers and agents 67 How elected and appointed
112
Authority
113
When notice to an officer or agent is notice to the corporation
118
De facto officers
120
CONSEQUENCES OF UNAUTHORIZED ACTS
120
Consequences of unauthorized acts not torts 71 Scope of the chapter
121
Ultra vires acts
122
The Maryland doctrine
136
Liability of corporate officers for transactions ultra vires the corporation 78 Title to property acquired in an ultra vires trans action
145
Irregular exercise of granted powers
148
Torts and crimes 80 History of the
152
Application of the modern rule
153
Torts growing out of ultra vires transactions
154
The measure of damages 84 The exemption of charitable and public corporations
156
Crimes
157
CAPITAL STOCK
158
Description and classification 86 Scope of Part VI
159
Capital stock as a legal conception
160
Capital stock stock capital and capital
161
Illustrative cases
162
Modifications of the original conception
163
The nature of a share
165
The nature of a certificate
166
Negotiability
167
Classes of stock 95 Increased stock
169
Preferred stock
173
Statutory preferred stock in Maryland
175
The trust fund doctrine
176
The present state of the trust fund doctrine
179
Payment in property
201
Overvaluation
204
Discount and bonus shares
206
Summary
211
The extent of the liability Limitations Setoff
213
Calls
215
Calls for the benefit of creditors
216
Forfeiture of shares
217
Novation
218
The statutory liability Watered stock
219
National Banks
220
Maryland statutory liability 121 Statutes relating to the original liability of the share
230
The extra liability in Maryland
235
The legislation of 1904 and after
238
Summary 125 Defenses
239
The condition implied in law 127 Subscriptions obtained by fraud
240
Setoff
243
Limitations 130 Contesting creditors claims
244
The case of shareholders in foreign corporations
245
Transfer of stock 132 Preface
249
133 What is meant by a transfer on the books
254
The duty of the corporation to its shareholders touching transfers
256
The obligation of the corporation to the holder of its certificate
257
A gift of shares
263
A pledge of shares
265
Execution on shares
268
The Maryland
270
The execution provisions of the Act of 1908 and the Uniform Stock Transfer
272
Situs of share property for the purpose of execution
276
The vendees duty to transfer 143 The rights of the corporation 144 Summary The risk assumed under the Maryland law by an unregistered holder ...
277
Dividends 145 The nature of a dividend
279
To whom dividends belong 147 The right to extraordinary dividends as between a holder for life and the remainderman
280
THE CORPORATION AND THE STATE
281
State control 148 Scope of Part VII
282
amendment regulation
283
Where the power to repeal amend and regulate has been reserved
290
Taxation 151 Introductory
293
Taxation of domestic corporations
297
Taxation methods in Maryland
302
Matters of procedure 154 Introductory 155 The corporate name
310
Process
312
Pleading and eviderice 158 Execution
314
Miscellaneous Chapter XXI Dissolution
315
Preface
316
Forfeiture
321
Voluntary dissolution
323
Involuntary dissolution
326
Winding up of insurance companies
328
Dissolution otherwise than by judicial proceedings 166 Chancery receivers
329
Foreign and Federal corporations 167 Preface
331
What corporations are foreign
332
Repeal and amendment
333
Exclusion
334
Conditions
337
Illegal regulations
343
Status when admitted
346
Suits and process
347
Taxation
359
Receivers of foreign corporations
362
National Banks
368
APPENDIX I
375
APPENDIX II
383
APPENDIX III
387
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Página 275 - That a creditor whose debtor is the owner of an order bill shall be entitled to such aid from courts of appropriate jurisdiction by injunction and otherwise in attaching such bill or in satisfying the claim by means thereof as is allowed at law or in equity in regard to property which cannot readily be attached or levied upon by ordinary legal process.
Página 336 - The liberty mentioned in that amendment means not only the right of the citizen to be free from mere physical restraint of his person as by incarceration, but the term is deemed to embrace the right of the citizen to be free in the enjoyment of all his faculties...
Página 351 - Court ; and no civil suit shall be brought before either of said courts against any person by any original process or proceeding in any other district than that whereof he is an inhabitant...
Página 379 - Where a negotiable bill is transferred for value by delivery, and the indorsement of the transferor is essential for negotiation, the transferee acquires a right against the transferor to compel him to indorse the bill, unless a contrary intention appears. The negotiation shall take effect as of the time when the indorsement is actually made.
Página 263 - A mortgagee or pledgee, or other holder of a bill for security who in good faith demands or receives payment of the debt for which such bill is security, whether from a party to a draft drawn for such debt or from any other person, shall not be deemed by so doing to represent or to warrant the genuineness of such bill or the quantity or quality of the goods therein described.
Página 351 - States; or, where the matter in controversy exceeds, exclusive of interest and costs, the sum or value of three thousand dollars, and (a) arises under the Constitution or laws of the United States, or treaties made, or which shall be made, under their authority, or (b) is between citizens of different States, or (c) is between citizens of a State and foreign States, citizens, or subjects.
Página 351 - No district court shall have cognizance of any suit (except upon foreign bills of exchange) to recover upon any promissory note or other chose in action in favor of any assignee, or of any subsequent holder if such instrument be payable to bearer and be not made by any corporation, unless such suit might have been prosecuted in such court to recover upon said note or other chose in action if no assignment had been made.
Página 381 - ... person appearing by the certificate to be the owner of the shares represented thereby.
Página 380 - ... (a) That the bill is genuine, (b) That he has a legal right to transfer it, (c) That he has knowledge of no fact which would impair the validity or worth of the bill, and (d) That he has a right to transfer the title to the goods, and that the goods are merchantable or...
Página 224 - ... shall be held individually responsible, equally and ratably, and not one for another, for all contracts, debts, and engagements of such association to the extent of the amount of their stock therein at the par value thereof, in addition to the amount invested in such shares...

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