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SECTION 102. Restrictions upon sale of promoter's property to cor-
poration. .
....
188
193
195
103. Necessity of determining whether promoter acquired
property before, or after, he entered upon relation..... 192
104. What is deemed acquisition of property.
105. Property acquired by gift....
106. Promoter's rights under contract afterward modified.... 196
107. Expired options.....
108. Promoter who acquired property before commencement
of relation, sometimes treated as though he had ac-
quired it thereafter...
.......
197
198
112. Nature of the disclosure.-Constructive notice.
214
113. Waiver of disclosure....
218
114. Facts that must be disclosed...
219
115. Necessity of disclosing price paid by promoter....
116. The same subject.-Effect of independent board of di-
rectors.
222
226
117. Misrepresentations as to cost of property.
118. Ratification of promoter's profits.....
227
119. Ratification by majority stockholders, or by directors.... 228
120. Profits where promoters themselves the sole subscribers. 232
121. The same subject.-Basis of the rule......
122. The same subject.-Dummy stockholders..
123. The same subject.-Effect of promoters' contract to sell
shares.
238
124. Legality of promoters' profits where shares subsequently
sold by subscription.....
246
125. Effect of subsequent issue not contemplated at time of
original transaction....
248
126. Effect of unsuccessful attempt to sell shares.
127. Effect of subsequent sale of shares donated to treasury
249
by promoters..
250
128. The Old Dominion Copper Company litigations.
129. The same subject.-Subsequent decisions..
130. The same subject.-Discussion....
CHAPTER VIII.
OF PROMOTERS' DEFENSES TO SUITS BY THE CORPORATION.
SECTION 131. Introductory. . . .
132. Waiver of disclosure....
271
133. Defense that shares issued to promoter had no value.... 272
134. Defense that promoter guaranteed obligations of the cor-
poration. . . .
...
273
135. Defense that profits of promoter were invested in notes
of corporation.....
274
136. Defense that profits were returned to co-promoter...... 274
137. Defense that promoter surrendered securities to cor-
138. Compromise between corporation and vendor no defense
to promoter....
139. Defense that judgment sought would compel promoter
to pay more than his share of damages.....
140. Defense that other guilty promoters would be benefited
by recovery..
......
275
276
277
141. Defense that defrauded syndicate in turn defrauded cor-
poration..
279
142. Defense that corporation was itself guilty of fraud...... 279
143. Defense that moneys taken by promoter were acquired by
corporation in an unlawful manner.......
144. Defense that plaintiff suing as minority stockholder ac-
quired his shares in violation of statute..
280
282
145. Defense of participation, or acquiescence, of plaintiff
stockholder, or his assignor...
148. Defense of assignment of company's claim against pro-
moter. . . .
287
149. Defense of ulterior purpose on part of plaintiff............
150. Defense of settlement with majority stockholders..
151. Statute of limitations...
155. Persons whose knowledge may be charged to corporation 295
SECTION 156. Defense of laches as depending upon nature of relief asked. 296
157. Delay as defense to action at law upon a rescission..... 297
158. Effect of judgment for, or against, co-promoter....
159. Defense of bankruptcy...
CHAPTER IX.
OF THE REMEDIES OF THE CORPORATION.
298
SECTION 160. Introductory.
300
...................
161. Remedies in case of unlawful sale to corporation of prop-
erty purchased by promoter for his individual account. 301
162. Where promoter misrepresents facts...
163. Accounting for profits.-Rescission unnecessary.
164. Remedies when promoter's profit taken in money.
165. Additional remedies when promoter's profit taken in
.....
........
306
308
309
166. Remedies when promoter's profit taken in bonds, or other
obligations, of corporation..
315
167. Remedy of rescission
318
168. The same subject.-Rescission of entire transaction... 320
169. The same subject.—Methods of effecting rescission.. 321
170. The same subject.-Restoration of status quo......
171. Action for fraud and deceit.....
321
323
172. Election of remedies....
326
173. The same subject.-No right of election in promoter... 327
174. Remedies of corporation where promoter receives secret
OF SUITS BY, OR ON BEHALF OF, THE CORPORATION.
SECTION 183. Stockholders' suits after receivership...
340
184. Suits by stockholders other than original subscribers.... 341
185. Further of minority stockholders' suits...
343
192. Parties defendant in minority stockholders' suits..
193. Suits at law and in equity.....
352
353
200. The same subject.-Who entitled to sue thereon...
201. False certificates.....
363
365
202. Indirect misrepresentations.
366
203. Liability to brokers....
367
204. Liability of promoter for representations of his agents... 367
205. Reliance upon false statements.....
369
206. The same subject.-Agreement not to rely on represen-
tations..
373
207. Knowledge of falsity of representations..
208. Intent to deceive.....
381
209. Innocent misrepresentation as ground for rescission...
210. Fraud by concealment.....
211. The same subject.-The English Companies Act.
389
212. Materiality of representations.......
397
213. Materiality of concealment of mortgage...
398
214. Materiality of representations as to promoter's profits.... 399
215. Materiality of representations as to promoter's interest.. 400
216. Materiality of representations as to identity or position of
persons selling property to corporation...
403
SECTION 217. Materiality of representations in regard to directors..... 404
218. Materiality of representations in regard to subscriptions. 406
219. The same subject.-Sham subscriptions....... 408
220. Materiality of representations as to identity of subscribers. 411
221. Materiality of representations as to price paid for shares. 413
222. Materiality of representation that stock sold is treasury
224. Materiality of representations as to legal status of com-
pany or shares......
416
228. Interpretation of prospectus in light of particular com-
plainant.
421
229. Interpretation of prospectus in light of preliminary
character. . . .
422
230. Interpretation of ambiguous statements in prospectus.... 422
231. Interpretation of particular statements.... 425
232. Secret profits of promoter as fraud upon subscribers...... 428
233. Secret profits of promoter as fraud upon subsequent pur-
chasers of shares....
429
234. Misrepresentations giving rise to action by corporation... 433
239. Rescission because of secret profit of promoter....
240. Restoration of status quo as condition of rescission..
446
448