CONTENTS. CHAPTER I. INTRODUCTORY-OF PROMOTERS. 1. Definition and general considerations. § 2. Of the fiduciary relation of promoters to the corporation. § 3. A promoter may not accept a gift from a person dealing with the corporation. § 4. Under what circumstances a promoter may sell property to the § 5. § 6. corporation. Of the personal liability of promoters. Consent of creditors necessary to relieve promoters of personal liability. § 7. The promoter's admissions as affecting his liability. § 8. Promoters not ordinarily liable as partners. § 9. Promoters may render themselves liable as partners. § 10. No presumption of the relation of principal and agent between promoters. § 11. The same subject, continued-The relation between provisional and acting committee-men. § 12. § 13. Whether agency may be shown by a prospectus. Of the liability of promoters to subscribers when the scheme proves abortive. § 14. Whether the promoters are entitled to compensation from the com pany. § 15. Whether the promoters are entitled to compensation from each other. § 16. The same subject, continued- The subscribers entitled to an equal division of the unexpended funds. § 17. How far the corporation is liable for the acts of its promoters. § 18. When the corporation may enforce the contracts of its promoters. § 19. Of contracts to quiet opposition to charter. § 20. Whether contracts to quiet opposition are in the nature of a bribe. 21. Of petitions in equity to quiet opposition to charters. ( ix ) § 25. § 26. § 27. Of de fatco corporations. The corporate existence and franchises not to be questioned collat erally. Of the charter. § 33. Of general incorporation laws. § 34. Incorporation under the General Railroad Act of New York. 35. Powers conferred by the General Railroad Act of New York. § 36. The articles of association under the New York act-what to contain. § 37. Defective articles under the New York act-how cured. § 38. Conditions precedent to incorporation under the New York act. 39. The English Railways Construction Facilities Act. § 40. Of amendment and repeal of charter-the State's reserved power. § 41. Constitutional provisions concerning amendment and repeal. § 42. Restrictions upon the power to repeal and amend-the general rule. 43. The power of amendment not to be exercised so as to affect the rights of shareholders inter sese. § 44. The same subject, continued and illustrated. § 45. When shareholder's consent to amendment is requisite. 46. The distinction between fundamental and incidental amendments. 47. Examples of incidental amendments. § 48. Examples of fundamental amendments. § 49. Of the shareholder's remedy against illegal amendments. § 50. How far a corporation may exist and transact business in a foreign State. § 51. Of directors' meetings in a foreign State. 52. Of stockholders' meetings in a foreign State. 53. Of companies incorporated in more than one State. 54. Of the distinction between a license and an act of incorporation. 55. Of the consolidation of companies chartered in different States. § 56. The corporate name. § 57. Of the property of the corporation in its name. § 58. Of the duration of the corporation. CHAPTER III. THE CAPITAL STOCK. xi AND HEREIN OF SHARES OF STOCK, THEIR NATURE AS PERSONAL PROPERTY, AND THE SEVERAL KINDS THEREOF. 859. Capital stock defined. § 60. Shares of stock efined. § 61. The distinction between shares and certificates of stock. 862. Shares of stock are personal property. §63. The several kinds of stock defined. $ 64. Of preferred or guaranteed stock. § 65. Of the power to issue preferred or guaranteed stock. § 66. Of dividends upon preferred stock. 867. Preferred shareholders not creditors. $68. Of special tock. $69. Of interest-bearing stock. $70. Of watered or fictitious stock. 8 71. Constitutional and statutory prohibitions of fictitious stock. $72. Watered stock not void, but voidable only. CHAPTER IV. SUBSCRIPTIONS TO STOCK. 73. The form of the contract of subscription. § 74. Of statutory requirements with respect to the form of the contract. $75. Subscription by signing the articles of association. § 76. Of subscriptions in escrow. 877. Of subscriptions to stock by parol. § 78. Subscription by implication of law. § 79. Contracts of subscription are several. § 80. What persons are competent to subscribe. § 81. Whether railway companies may subscribe to stock in other rail ways. § 82. Of the manner of taking subscriptions-The New York method. $85. When acceptance by the corporation is requisite to bind the sub scriber. $86. Of the acceptance and ratification of subscriptions made prior to incorporation. 87. Of the promise to pay. § 88. The consideration for the contract-Consideration distinguished from motive. § 83. § 90. Of payment in property, and of the effect of an extension of credit, § 91. The subscriber's right to demand a certificate of stock. § 92. Of subscriptions in excess of the capital stock. § 93. Of agreements to issue shares at less than their face value. § 95. Conditional subscriptions not necessarily conditional in form. § 96. Whether conditional subscriptions are contrary to public policy. Of conditions precedent and subsequent. § 97. § 99. § 100. Of the construction of conditional contracts of subscription. § 101. § 102. The same subject continued.-Of the burden of proof, etc. § 103. What conditions may be validly annexed to contracts of subscrip tion. § 104. Of conditions requiring a certain amount of the capital stock to be taken. § 105. Of the implied condition that the full capital stock be taken. § 106. As to the implied condition when the amount of the capital stock § 107. When the subscriber may be liable although the full capital stock § 108. What subscriptions are not to be included in estimating whether a certain amount has been subscribed. § 109. Of conditions with respect to location of route. § 110. Of conditions with respect to location.-A substantial compliance § 111. What constitutes a performance of conditions respecting location. 113. Of conditions with respect to time.-A substantial rather than a literal performance required. CHAPTER VI. OF CANCELLATION AND RESCISSION OF CONTRACTS OF SUBSCRIPTION. AND HEREIN OF PAROL AGREEMENTS AND FRAUDULENT MISREPRESENTATIONS. § 114. Introductory. § 115. Cancellation-Of the consent of the subscriber and of the cor poration. § 116. Cancellation-Of the consent of the corporate creditors. § 117. The directors have no authority to cancel. The directors have authority to compromise and to correct errors. Amendments of charter-their operation as a release of the subscriber. § 119. § 120. § 121. § 122. § 123. § 124. Irregular incorporation-its operation as a release of the subscriber. The same subject, continued and illustrated. § 125. § 126. The release of other subscribers not a valid defense. Failure to make cash deposit required by statute-The general rule. § 127. Failure to make cash deposit required by statute-The New York § 129. Fictitious agreements to influence others, enforceable. What facts must be shown in support of an allegation of fraudulent misrepresentation. § 130. Fraudulent misrepresentations inducing subscription. § 131. § 132. Of the authority of the agent making the misrepresentation. § 133. § 134. § 135. Of misrepresentation with respect to matters equally known to the subscriber and corporate agent. § 137. Of misrepresentation with respect to matters of law. § 138. The misrepresentation must be shown to be material. § 139. Set-off and counterclaim in actions to enforce subscriptions. § 140. Abandonment, delay and failure of the corporate enterprise. § 141. The statute of limitations. |