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THE

LAW OF PROMOTERS

A TREATISE

ON

THE LAW OF PROMOTERS OF PRIVATE CORPORATIONS, COVER-
ING THE RIGHTS AND LIABILITIES OF PROMOTERS, AND
ALSO THE RIGHTS AND LIABILITIES OF THE CORPORA.
TION AND THE SUBSCRIBERS FOR AND PURCHASERS
OF ITS SHARES, THE RIGHTS AND LIABILITIES OF
PERSONS SELLING PROPERTY TO THE CORPO-
RATION, AND THE RIGHTS AND LIABILI.
TIES OF ALL OTHER PERSONS AS AF.
FECTED BY THE ACTS OR OMIS-

SIONS OF THE PROMOTERS.

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COPYRIGHT, 1916,
BY MANFRED W. EHRICH

233018

PREFACE

Practically all large business enterprises are, at the present day, organized in corporate form. The transactions involved in the formation of these corporations are often intricate and of great magnitude. Yet their organization is in the main the work of promoters-persons who have no official connection with the future corporation and who occupy toward it a very indefinite, and in some respects an anomalous, relation. The questions of law which arise from the acts and omissions of these promoters are difficult and complicated, and call for more intensive consideration than can well be accorded them in any general work on corporations. No work on promoters' law has been published since 1898, and in the eighteen years that have elapsed many interesting cases have been decided. That there is need for a reconsideration of the subject there can be no doubt.

Among the more important matters covered by the present book are agreements for the promotion of corporations, their validity, interpretation and enforcement; contracts made by the promoters on behalf of the projected corporation, the personal liability of the promoters thereon, the circumstances under which they become binding upon the corporation, and the power of the promoters or the corporation to enforce such contracts; the promoters' right to compensation and to reimbursement for expenses; the question of promoters' profits and the circumstances which render them lawful or unlawful—a matter which, under the decisions, depends not so much upon the fair dealing of the promoters as upon the astuteness of their attorneys—; the remedies of a corporation complaining of its promoters, and the defenses

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