Cyclopedia of the Law of Private Corporations, Հատոր 4

Գրքի շապիկի երեսը
Callaghan, 1918

From inside the book

Բովանդակություն

2682
3376
3383
3383
3390
3390
2190
3399
Silence or acquiescence as ratificationGeneral rules
3405
2198
3411
ficationIn general
3418
2205
3424
General statement of rule as applied to corporations
3430
Necessity for existence of agency
3437
2220 Applications of rule
3443
Necessity that knowledge be obtained while acting in particular
3447
Applicability of rules to particular corporations
3453
2236
3463
2244
3476
2255 Stipulation against communication of knowledge
3504
2265
3512
Right to urge fiduciary relation where corporation and officer in effect
3518
Illustrations of rulesIn general
3524
After fiduciary relationship is terminated
3534
Rule as affected by insolvency of corporation
3543
Where property sold by assignee or receiver
3544
2304 Limitations of ruleIn general
3553
2317
3560
Contracts of private persons to pay officers for services as such
3569
Estoppel of officers by reason of mismanagement
3576
2336
3586
2341
3592
Under what circumstances officer may be said to represent corpora
3604
2354
3610
2361
3617
2367
3625
2372
3630
2378
3637
Burden of proof
3643
2398
3650
GENERAL DUTIES AND LIABILITIES OF OFFICERS CONNECTED WITH MANAGE
3656
2410
3663
Contracts inducing disregard of duties
3669
2433
3681
Advice of counsel as a defense
3687
Effect of officers receiving no compensation
3695
What constitutes ordinary or reasonable careIn general
3701
Mistakes and errors of judgmentGeneral rule
3707
2467
3716
Matters material to solution of questionIn general
3722
Isolated acts as distinguished from continuous misconduct
3731
2497
3745
G Misappropriation Conversion or Diversion of Corporate Assets
3751
2513
3757
Personal liability where officer exceeds his authorityGeneral rule
3764
2527
3765
2538 Assault
3771
2541 Misapplication of proceeds of goods consigned for sale
3778
2545
3785
2548
3794
Libel
3800
General considerations
3807
2575
3812
2577
3818
Ultra vires acts including acts prohibited by statute
3824
Defenses
3829
2598
3832
Statutes as remedial as to creditors
3838
Importance of determining whether statute is penal or remedial
3846
2613
3853
Official misconduct including negligence
3859
Violations of statute as to the incorporation of the company and
3865
What constitutes excessive indebtedness
3873
Loans to stockholders or officers
3880
In general
3890
Ultra vires contracts or transactions
3896
Compensation of directors who are officers in absence of contract
3980
2740
3989
2748
3998
Time of fixing compensation
4007
Statutory provisions limiting compensation
4013
Recovery of expenses and money advanced by officers
4020
Delivery of books and records to receiver
4041
2794
4049
2798
4060
2802
4067
In general
4081
Right at common
4084
Effect of statutes as to inspection
4090
Investigation of corporate affairsIn general
4098
CORPORATION SUBJECT TO RIGHT
4106
Refusal
4112
Persons not owning stock
4119
2845
4127
2848
4134
CHAPTER 46
4144
PartiesPlaintiffs
4145
2857 In general
4156
2863 Statement of debts
4162
Officers and directors who are liableIn general
4170
2880
4177
Damages for torts and judgments therefor
4183
ENFORCEMENT OF LIABILITY
4190
2901 Election of remedies
4197
Indictments for making false reports
4208
Actions and proceedings of a penal nature
4212
2992
4213
New and additional parties and amendments of parties
4214
Crossbills and crosscomplaints and interpleader
4215
Rule at common law assimilation to natural persons
4218
Insolvent dissolved or suspended corporations want of officers
4226
Authorization of agents and officers to sue defend or appear
4232
2937 Extraordinary legal remedies
4239
2939 Actions on or arising from contracts assumpsit covenant
4248
Remedies of state or members of public against the corporation
4254
Intervention and interpleader
4260
Effect of insolvency bankruptcy receivership or dissolution
4281
JURISDICTION AND VENUE OR PLACE OF TRIAL
4290
2958
4297
2960
4305
Alignment of parties to ascertain diversity
4317
Original exclusive and ancillary jurisdiction
4323
2972
4332
Venue or place for trial privilege and waiverIn general
4349
Residence chief office or principal place of business
4368
2982
4393
PROCESS SERVICE AND APPEARANCE
4400
2990
4411
Assistants and deputies of prescribed persons
4437
3003
4445
3006
4453
Effect and conclusiveness when questioned
4477
Process in rem citations proceedings not inter partes
4489
Waivers and admissions by appearance
4498
Actions and suits by or in favor of corporationIn general
4504
Pleading formation and existence of corporation necessityIn
4540
3045 Pleading change of name or succession
4556
Pleading jurisdictional facts and venueIn general
4562
3052
4571
3055
4577
Pleading in extraordinary and special proceedings and equity
4585
3068
4594
3069
4604
3072
4616
Pleading want of authority to represent or appear for corporation
4629
Amendments and supplemental pleadings
4635
VIII
4663
Հեղինակային իրավունք

Այլ խմբագրություններ - View all

Common terms and phrases

Սիրված հատվածներ

Էջ 3865 - ... in case of any violation of the provisions of this section, the trustees under whose administration the same may have happened, except those who may have caused their dissent therefrom to be entered at large...
Էջ 3592 - The law permits no one to act in such inconsistent relations. It does not stop to inquire whether the contract or transaction was fair or unfair. It stops the inquiry when the relation is disclosed, and sets aside the transaction or refuses to enforce it, at the instance of the parly whom the fiduciary undertook to represent*, without undertaking to deal with the question of abstract justice in the particular case.
Էջ 3829 - ... for all the debts of the company then existing, and for all that shall be thereafter contracted...
Էջ 3867 - No corporation which shall have refused to pay any of its notes or other obligations when due, in lawful money of the United States, nor any of its officers or directors, shall transfer any of its property to any of its officers, directors or stockholders, directly or indirectly, for the payment of any debt, or npon any other consideration than the full value of the property paid in cash.
Էջ 3915 - ... that the plaintiff was a shareholder at the time of the transaction of which he complains, or that his share had devolved on him since by operation of law...
Էջ 3865 - The directors of a stock corporation shall not make dividends, except from the surplus profits arising from the business of such corporation, nor divide, withdraw or in any way pay to the stockholders or any of them, any part of the capital of such corporation, or reduce its capital stock, except as authorized by law.
Էջ 4154 - If any certificate or report made, or public notice given, by the officers of any such company, in pursuance of the provisions of this act.
Էջ 3829 - As the statute imposes a burdensome liability on the officers for their wrongful act, it may well be considered penal, in the sense that it should be strictly construed. But as it gives a civil remedy, at the private suit of the creditor only, and measured by the amount of his debt, it is as to him clearly remedial. To maintain such a suit is not to administer a punishment imposed upon an offender against the state, but simply to enforce a private right secured under its laws to an individual.
Էջ 3927 - The cause of action in such case not to be deemed to have accrued until the discovery, by the aggrieved party, of the facts constituting the fraud or mistake.
Էջ 3957 - ... statement and deliver it to the person presenting the request within thirty days thereafter, and keep on file for twelve months thereafter a copy of such statement, which shall at all times during business hours be exhibited to any stockholder demanding an examination thereof; but the treasurer or such chief fiscal officer shall not be required to deliver more than one such statement in any one year. The supreme court, or any justice thereof, may upon application, for good cause shown, extend...

Բիբլիոգրաֆիական տվյալներ