A Treatise on the Law of Intercorporate Relations

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Little, Brown,, 1909 - 924 Seiten
 

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Inhalt

CHAPTER II
24
Legislative Sanction How expressed
31
What Business Corporations may consolidate Statutory Provi
41
METHOD OF CONSOLIDATION PAGE 52 Formal Statutory Requisites
52
100
57
CHAPTER III
58
CHAPTER IV
78
Bates County r Winters Birmingham R etc Co v Elsen 151
79
Batterson r Grand Trunk R Co 160 Bishop v American Preservers
92
When Consolidation is effected
106
What Statutory Provisions Conditions Precedent
108
What Statutory Provisions not Conditions Precedent
109
Statutory Provisions for Appraisal of Stock
111
CHAPTER VI
113
Exceptions to the Rule Merger and Continuance of Corporations s
118
Construction of Particular Consolidation Acts Cases showing Creation of Distinct Corporation
120
Construction of Particular Consolidation Acts Cases of Absorption or Merger
122
Effect of Valid Consolidation upon Stockholders of Constituent Cor porations
123
CHAPTER VII
126
Municipal
136
Constitutional Limitations upon Grants of Privileges and Immuni ties
137
Exemptions from Taxation
139
135 137 138
142
Powers 74 Powers of Consolidated Corporation In General
143
Power to issue Mortgage Bonds
144
Right of Eminent Domain 77 Miscellaneous Powers
146
OBLIGATIONS OF CONSOLIDATED CORPORATION
149
Liens
162
Attorney General v A Booth Co Bank v Lanier
169
Remedy against Constituent Corporation if not dissolved
170
Cleveland e Spencer
173
Cleveland City R Co v First
179
CHAPTER X
186
Atlantic etc R Co 388 Co 6 25 26 27 47 48 50 53
187
ARTICLE I
201
Edison El Light etc Co 57 tory v Warner
202
Greenles etc Co 257 511 Dana v American Tobacco Co 95
203
Bellerby o Rowland 511
223
CORPORATE STOCKHOLDING AND CONTROL
228
143
230
144
242
145
247
146
248
SALES OF CORPORATE FRANCHISES
261
Clinch Financial Corpora
296
CHAPTER XIV
299
PART III
312
In Formation of Trust State regards Acts of Stockholders as Acts
313
ARTICLE II
323
Lease of Railroad invalid without Legislative Authority
326
Construction of Statutes D Leases of Connecting Lines
342
Method of approving and executing Railroad Leases
353
Clokey o International etc
358
Corporation may be estopped from alleging Irregular Execution
359
Covenants in Railroad Leases
368
CHAPTER XIX
377
County of Mobile v Kimball 715 439 440
388
Lessor cannot avoid Primary Obligations unless exempted
389
Liability of Lessor for Negligent Operation of Railroad C
400
Taxation of Leased Railroads
406
Columbus etc R Co 254 v Lowell Gas Light Co 266
408
CHAPTER XXI
409
Remedies of Lessee Corporation
412
Joint Liability of Lessor and Lessee
419
RAILROAD LEASES UNDER RECEIVERSHIP PAGE 234 Receiver not Assignee of the Term May not abrogate Leases as between Parties
422
Lease
424
Obligations of Receiver pending Election
426
Obligations of Receiver after Election
429
Lease of Railroad by Receiver
431
CHAPTER XXII
432
Enforcement of Executory Ultra Vires Leases
434
Delivery of Possession under Ultra Vires Lease
435
Right and Duty of Disaffirmance
437
Recovery of Property after Disaffirmance
438
Recovery on Quantum Meruit for Past Use
440
Improvements made by Lessee under Ultra Vires Lease
443
Effect of Ultra Vires Lease upon Stock Subscriptions
444
Voidable Railroad Leases
445
Leases of Railroads for Purpose of suppressing Competition
448
Remedy of State Injunction
449
CHAPTER XXIII
451
Authority to lease to Foreign Corporation
453
Status of Foreign Corporation leasing Railroad
454
CHAPTER XXIV
455
Contract
457
Execution of Trackage Contracts
459
Assignability of Trackage Contracts
460
Necessity for Statutory Authority to subscribe for Stock
476
Subscriptions or Purchases through Trustees or Agents
478
Similar Nature of Corporations does not affect application of Rule
479
Expediency of Purchase of Stock immaterial
481
Assumption of Power to hold Stock in Articles of Association
482
Express Power to acquire Stock 271 Corporations may acquire Stock in other Corporations when authorized Statutory Provisions
483
Power to subscribe for Stock in Foreign Corporations
491
Construction of Statutes
492
Construction of Constitutional Prohibitions
497
In General
499
Incidental Power to make Investments in Stocks
500
Incidental Power to take Stock in Satisfaction of Debt
501
Incidental Power to take Stock as Collateral
504
Incidental Power to acquire Stock in Connection with Consolida tion or Purchase
505
Incidental Power to take Stock upon a Reorganization
507
Miscellaneous Instances of Incidental Power to acquire Stock
508
Presumption of Power to hold Stock
510
Existence
516
Nature of Holding Corporations
517
Rights of Foreign Corporation holding Stock
519
Incidents of Ownership attach to Intra Vires Holdings
523
287a Collateral Trust Bonds
525
What Incidents of Ownership attach to Ultra Vires Holdings
529
288a Status of Parties to Ultra Vires Purchases of Stock
530
Liability for Assessments upon Ultra Vires Holdings
532
Ultra Vires Contracts for Purchase of Stock Who may question Validity of Ultra Vires Purchases Dependent Contracts
535
Independent Contracts
536
Holding Stock to prevent Competition
538
Remedies in Case of Ultra Vires Stockholding
539
CHAPTER XXVII
542
Property
543
Distinction between Control and Community of Interest
544
Distinction between Control and Consolidation
545
Status of Corporations as Controlling Stockholders
547
Remedies of Minority Stockholders of Controlled Corporation
550
Pittsburgh etc R Co 419
551
PART V
552
Definition of Term Association
553
Definition of Term Trust
554
Definition of Phrase Corporate Combination
555
Evolution of the Combination
556
Formation of Associations
557
Formation of Trusts
559
Formation of Corporate Combinations
560
Analysis of Principles determining Legality of Combinations
561
CHAPTER XXIX
562
CHAPTER XXX
570
Issue of Stock for Property in Formation of Corporate Combina tion 571 320 Issue of Stock for Goodwill in Formation of Corporate Combina tion
571
Overvaluation of Property acquired by Issue of Stock
575
Power of Vendor Corporations to sell Properties for Stock of Pur chasing Corporation 323 Corporate Combinations through Formation of Holding C...
577
ARTICLE II
578
APPLICATION OF LAW OF MONOPOLIES 329 Primary Meaning of Term Monopoly
593
Modern Use of Term Monopoly
597
Schlag 576 Boston etc R Co v Boston
598
Direct Test of Validity of Combination not whether it is a Mo nopoly
601
APPLICATION OF LAW OF CONTRACTS IN RESTRAINT OF TRADE 334 Definition and Nature of Contract in Restraint of Trade
602
Combinations
603
Modern Use of Phrase Contract in Restraint of Trade
605
CHAPTER XXXVI
654
Berlin Jones
655
Rights and Remedies of Members of Illegal Combinations
667
ARTICLE III
688
Constitutionality of Act B Power of Congress under Com
694
CHAPTER XXXIX
700
Statute not limited to Unreasonable Restraint of Trade
705
Lincoln 239 511 512 515 v Postal Tel Co 424
714
Ligon 816 833 De La Vergne Refrigerating
738
Creek R
746
Cumberland Tel etc Co v City v Frank
748
II
762
cise of Reserved Power
787
Validity of State Statutes tested by Fourteenth Amendment
798
State Courts Interpretation of State Statute followed by Federal
805
Columbia Carriage Co v Hatch 819 Consolidated Gas Co v Balti
823
Columbus etc R Co v Burke
832
CHAPTER XLIII
836
Criminal Proceedings Indictments
840
Proceedings to enforce Forfeitures
844
Proceedings against Corporations
846
Actions for Damages 847 1
847
Evidence Production of Books
850
Statutes of Limitation
851
INDEX
853
Covenant to make Repairs
886
131
916
Urheberrecht

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Seite 751 - SEC. 4. The several circuit courts of the United States are hereby invested with jurisdiction to prevent and restrain violations of this act; and it shall be the duty of the several district attorneys of the United States, in their respective districts, under the direction of the attorney-general, to institute proceedings in equity to prevent and restrain such violations.
Seite 702 - Provided, that no person shall be prosecuted or be subjected to any penalty or forfeiture for or on account of any transaction, matter, or thing concerning which he may testify or produce evidence, documentary or otherwise, in any proceeding, suit, or prosecution under said acts : Provided further, that no person so testifying shall be exempt from prosecution or punishment for perjury committed in so testifying.
Seite 721 - If it be held that the term includes the regulation of all such manufactures as are intended to be the subject of commercial transactions in the future, it is impossible to deny that it would also include all productive industries that contemplate the same thing. The result would be that Congress would be invested, to the exclusion of the states, with the power to regulate, not only manufactures, but also agriculture, horticulture, stock raising, domestic fisheries, mining — in short, every branch...
Seite 664 - That it shall be unlawful for any common carrier, subject to the provisions of this act to enter into any contract, agreement, or combination with any other common carrier or carriers for the pooling of freights of different and competing railroads, or to divide between them the aggregate or net proceeds of the earnings of such railroads, or any portion thereof...
Seite 717 - Commerce, undoubtedly, is traffic, but it is something more, — it is intercourse. It describes the commercial intercourse between nations and parts of nations in all its branches, and is regulated by prescribing rules for carrying on that intercourse.
Seite 792 - Amendment, broad and comprehensive as it is, nor any other amendment was designed to interfere with the power of the State, sometimes termed its ' police power,' to prescribe regulations to promote the health, peace, morals, education and good order of the people, and to legislate so as to increase the industries of the State, develop its resources and add to its wealth and prosperity.
Seite 62 - No railroad, canal or other corporation, or the lessees, purchasers, or managers of any railroad or canal corporation, shall consolidate the stock, property, or franchises of such corporation with, or lease or purchase the works, or franchises of, or in any way control any other railroad or canal corporation, owning or having under its control, a parallel or competing line...
Seite 769 - Every person who shall make any such contract or engage in any such combination or conspiracy, shall be deemed guilty of a misdemeanor...
Seite 691 - Whenever it shall appear to the court before which any proceeding under section four of this act may be pending, that the ends of justice require that other parties should be brought before the court, the court may cause them to be summoned, whether they reside in the district in which the court is held or not ; and subpoenas to that end may be served in any district by the marshal thereof.
Seite 674 - The test," says Judge Duncan in Swan v. Scott, 11 Serg. & R. 164, "whether a demand connected with an illegal transaction is capable of being enforced at law, is whether the plaintiff requires the aid of the illegal transaction to establish his case.

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