The Law of Promoters: A Treatise on the Law of Promoters of Private Corporations, Covering the Rights and Liabilities of Promoters, and Also the Rights and Liabilities of the Corporation and the Subscribers for and Purchasers of Its Shares, the Rights and Liabilities of Persons Selling Property to the Corporation, and the Rights and Liabilities of All Other Persons as Affected by the Acts Or Omissions of the Promoters

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M. Bender, incorporated, 1916 - 645 páginas

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Fiduciary relation
14
Inception of the relation
15
The same subject Purchase of property with view to re sale to corporation
16
The same subject Taking step in organization of cor
17
The same subject An illustrative case
18
Termination of the relation
28
CHAPTER II
30
CHAPTER III
56
CHAPTER IV
73
Liability of promoter on contract made for corporation 139
74
complete organization
78
Liability imposed upon corporation by act of incorpora tion or articles of association
79
Assumption of liability by the fully organized corporation
80
Status of promoters contract pending action of cor
83
poration
84
Status of subscription agreements pending action of cor poration
85
Assumption of liability by agreement of corporation
88
The act of assumption
92
Necessity of consideration 56 Liability of corporation resulting from acceptance of benefit of promoters contract
96
Enforcement at law or in equity
100
Lord Cottenhams Rule
102
Obligation of corporation to pay for services in procuring contracts accepted by it
107
Materiality of circumstance that original contract made by less than majority of incorporators
109
Acceptance must be with full knowledge
110
Liability of corporation accepting benefit of contract not contemplating performance by it
112
The same subject Contracts of a continuing nature
114
The same subject Express adoption
116
The same subject Obligations cast upon assignee by terms of contract
117
Liability of the corporation as affected by nature of par ticular agreement
118
Varying written agreement of promoter
121
Subscription agreements
122
Notice to promoter as notice to the corporation 25
125
Admissions of promoter
129
Enforcement by corporation of contract made by promoter
130
Right of corporation to conveyance of property purchased for it by promoter
135
Effect of instrument naming projected corporation as grantee
136
Title to property which corporation is expressly organ ized to acquire
139
corporation
144
Enforcement of contract by promoter
147
Pleading the promoters contract
149
CHAPTER V
151
Compensation for services in obtaining subscriptions
160
Amount of compensation by whom fixed
161
Compensation of persons employed by the promoters
165
CHAPTER VI
170
Basis of rule against secret profits
171
Manner of taking profit immaterial 14
174
Taking shares as compensation
175
Taking commission or other compensation on sale to corporation
176
Accepting gift of money qualifying shares or other thing of value 78
178
Profit made by purchase and resale to corporation
180
Secret collateral agreements
182
Profits made in sustaining the market
183
Other collateral profits
184
Absence of dishonest intent or of injury to the corpora tion immaterial
185
Distinction between secret profits and sale of pro
187
Restrictions upon sale of promoters property to cor poration
188
Necessity of determining whether promoter acquired property before or after he entered upon relation
192
What is deemed acquisition of property
193
Property acquired by gift
195
Promoters rights under contract afterward modified
196
Expired options
197
Promoter who acquired property before commencement of relation sometimes treated as though he had ac quired it thereafter
198
CHAPTER VII
199
Disclosure to directors
202
Nature of the disclosure Constructive notice
214
Waiver of disclosure D
218
Facts that must be disclosed
219
Necessity of disclosing price paid by promoter 116 The same subject Effect of independent board of
226
Misrepresentations as to cost of property 118 Ratification of promoters profits
227
Ratification by majority stockholders or by directors
228
Profits where promoters themselves the sole subscribers
232
The same subject Basis of the rule
235
The same subject Dummy stockholders 123 The same subject Effect of promoters contract to sell shares
238
Legality of promoters profits where shares subsequently sold by subscription
246
Effect of subsequent issue not contemplated at time of original transaction
248
Effect of unsuccessful attempt to sell shares
249
Effect of subsequent sale of shares donated to treasury by promoters
250
The Old Dominion Copper Company litigations
255
The same subject Subsequent decisions
263
Accounting for profits Rescission unnecessary
308
164 Remedies when promoters profit taken in money
309
Remedy of rescission
318
The same subject Rescission of entire transaction
320
The same subject Methods of effecting rescission
321
Action for fraud and deceit
323
Election of remedies
326
The same subject No right of election in promoter
327
Remedies of corporation where promoter receives secret commission or other benefit
328
Remedies in case of fraudulent representations
330
Liability of directors officers
331
Cancellation of secret agreements
332
Adequate remedy to be freely granted
333
Introductory
334
Suits by receiver of corporation
336
Minority stockholders suits
337
Stockholders suits after receivership
340
Suits by stockholders other than original subscribers
341
Further of minority stockholders suits
343
The same subject Judicial discretion
345
Minority stockholder intervening to defend suit against corporation
347
Suits by creditors of corporation
348
Parties defendant
349
Actions against personal representatives of deceased pro moter
351
Parties defendant in minority stockholders II
352
Suits at law and in equity
353
The same subject Rescission
354
Joinder of actions
355
Actions against promoters transitory
358
Confict of laws
359
CHAPTER XI
360
False representations in prospectus
362
Introductory
363
False certificates
365
Liability to brokers
366
Liability of promoter for representations of his agents
367
Reliance upon false statements
369
The same subject Agreement not to rely on represen tations
373
Intent to deceive 209 Innocent misrepresentation as ground for rescission
381
Fraud by concealment
384
The same subject The English Companies
389
Materiality of representations
397
Materiality of concealment of mortgage
398
Materiality of representations as to promoters profits
399
Materiality of representations as to promoters interest
400
Materiality of representations as to identity or position of persons selling property to corporation
403
Materiality of representations in regard to directors
404
CHAPTER XII
436
Introductory
454
Defense that promoter urged cancellation of subscriptions
455
Absence of fraudulent intent
456
Prior recovery by corporation
457
Defense that plaintiff has disposed of his shares
458
Defense of election to disaffirm
459
Defense that representations concerning credit of another are not actionable unless in writing
462
Defenses to suits for accounting
463
Defenses to actions for rescission Election to affirm
464
Acts constituting election
466
Effect of election to affirm
469
Delay as defense to action upon a rescission
472
Rescission after insolvency of corporation
473
Defense that oral representations were merged in sub scription agreement
478
moters property to corporation 187
481
In action for accounting for profits
483
The same subject Allowance as compensation for services
484
Unlawful commissions bribes etc
485
Measure of damages in case of false representations
486
Measure of value of shares
487
Measure of recovery in minority stockholders suits
493
CHAPTER XV
501
secret profit
510
Responsibility of vendor of property for false represen
518
Rights of vendor receiving payment in bonds
523
The same subject Promoter carrying out plan after
529
CHAPTER XVIII
552
CHAPTER XIX
559
may be deducted
568
Rights of purchasers of shares of abortive corporation
574
Liability of promoters of defectively organized cor
581
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Página 390 - ... director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the company...
Página 388 - ... or conditional, for the sale or purchase, or for any option of purchase, of any property to be acquired by the company, in any case where...
Página 200 - ... or been guilty of any misfeasance or breach of trust in relation to the company...
Página 386 - ... or management or deferred, shares, if any, and the nature and extent of the interest of the holders in the property and profits of the company...
Página 337 - ... 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...
Página 391 - The purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus, or, (c) The contract depends for its validity or fulfilment on the result of that issue.
Página 387 - ... the amount payable on application and allotment on each share ; and in the case of a second or subsequent offer of shares, the amount offered for subscription on each previous allotment made within the two preceding years...
Página 456 - When once it is established that there has been any fraudulent misrepresentation or wilful concealment by which a person has been induced to enter into a contract, it is no answer to his claim to be relieved from it to tell him that he might have known the truth by proper inquiry. He has a right to retort upon his objector, 'You at least, who have stated what is untrue, or have concealed the truth for the purpose of drawing me into a contract, cannot accuse me of want of caution because I relied...
Página 17 - They stand, in my opinion, undoubtedly in a fiduciary position. They have in their hands the creation and moulding of the company; they have the power of defining how, and when, and in what shape, and under what supervision, it shall start into existence and begin to act as a trading corporation.
Página 289 - the doctrine of laches in Courts of Equity is not an arbitrary or a technical doctrine. Where it would be practically unjust to give a remedy, either because the party has, by his conduct, done that which might fairly be regarded as equivalent to a waiver of it, or where by his conduct and neglect he has, though perhaps not waiving that remedy, yet put the other party...

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