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PREFACE.

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THE great and growing practical importance of the law of Foreign Corporations, rather than any intrinsic difficulty in the subject, must be the excuse for this treatise. At this time, when so large a part of the commerce of the country is carried on by foreign corporations, a knowledge of the law and the authorities herein discussed is needed with great frequency; and

knowledge this book aims to supply. As part of the general subject, a discussion of the Taxation of Corporations seemed necessary, and that subject could not be treated without an examination of the general principles of taxation, and of the provisions of the Constitution of the United States affecting the right to tax. A considerable part of the book is therefore covered by the title Taxation.

The plan of the book was formed seventeen years ago, as a result of personal knowledge of the uncertainty and timidity

in experienced members of the bar in dealing with foreign corporations. At that time authorities were collected, and considerable progress made upon the text; but in the press of professional duties the author was at that time unable to complete the book. A few years later he again took

up

the work, and with the assistance of Mr. E. B. Burling, now of the Chicago bar, made further progress; but the work was again

Believing strongly, however, that a book of the scope of this would be useful to the profession, the author finally determined to complete it. He was fortunate enough to secure the help of Mr. Sanford H. E. Freund, of the Massachusetts

found

suspended.

bar, instructor in the Law School of Boston University. Besides other work on the book, Mr. Freund collected the authorities and made the first draft of chapters VIII and X to XII. Valuable assistance has also been rendered by Mr. A. M. Beale of the Massachusetts bar. Every part of the book has been revised and rewritten by the author more than once, and he has examined and passed upon every statement made and the cases cited by his assistants. For all faults and errors the author is therefore personally responsible.

As is stated in the Introduction, it is the hope of the author that the book may be useful not only to lawyers who need a treatise on the law that governs the rights and obligations of foreign corporations, but also to investors in corporate stock and to business men desiring to form corporations in the best way. Information which will be useful for these purposes will be found tabulated in the Appendix.

It will be noticed that considerable space has been devoted to the statutes of the States and Territories of the United States, and to those of Great Britain and Canada. This is an innovation in American legal treatises which the author felt to be demanded by the nature of the subject. A knowledge of the form of statute on which the decision is based is necessary for an understanding of many important authorities on the law of foreign corporations, and for that reason alone the collection of statutes would be worth while. But the plan of this treatise included the giving of such information about the laws of the several States as might be necessary to show creditors their rights, and investors their interest. For this purpose it was deemed necessary to collect all the statutes bearing on the formation and the taxation of corporations and the liability of stockholders and directors. The statutes have been given, it is hoped, with sufficient fulness to accomplish these objects.

The collection of the statutes has proved to be the most difficult part of the work, and the part in which the author most fears mistake and error. The examination and com

ex

parison of many statutes not being usually necessary in legal practice, no such helps have been provided as we find ready for the collection of decided cases.

In

many States there are comparatively recent revisions of the statutes; but even these have to be supplemented by the later sessions laws. In very few States can one find an adequate index to the statutes. The result is grave danger of omission of a late statutory change. In several States there is an excellent manual of the corporation laws, and in those States the danger of error is much diminished. In most States the corporation laws are officially compiled and published in pamphlet form; these pamphlets have been kindly supplied by the Secretaries of State, and have been of great assistance in those parts of the book covered by them. They have not usually touched the subject of taxation of corporate property. As more perience is gained by legal authors in the use of statutory material such work will be better done; but in spite of the danger of error the collection of statutes herein will, it is hoped, serve its purpose of usefulness to lawyers and business men.

In citing cases, the author has given the reference not only to the official report, but also to the reports of the National Reporter series, to the Lawyer's Cooperative edition of the United States Supreme Court Reports, to the American Decisions, Reports and State Reports, and to the Lawyers' Reports Annotated. The wide use of these unofficial series makes this course not merely desirable, but almost necessary. But in order not unduly to increase the bulk of the notes by this course, a brief form of citation has been adopted. In the National Reporter series the citation omits “Rep.," sometimes appended in citations to the title of the reporter. The American Decisions, Reports and State Reports are cited as A. D., A. R., and A. S. R., respectively, and the Lawyers' Reports Annotated as L. R. A.

Portions of the work have been published in advance, during the past year, in law magazines: the chapter on the Enforcement Abroad of the Stockholders' Liability in the Green Bag, the chapter on Two-State Corporations in the Columbia Law Review, and portions of the Title Taxation in the Harvard Law Review. The latter article has been entirely rewritten and greatly expanded; the first two have been merely revised, and are here printed by permission in substantially their original form.

J. H. B. Cambridge, November 1, 1904.

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