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of the promoters to its suits; false representations made by promoters, and the resulting liability to the corporation, to the subscribers, and to other persons, and the defenses of the promoters to suits based on such representations; the criminal liability of promoters; the rights and liabilities of persons selling property to the corporation as affected by the acts of the promoters; the relations of the promoters inter se; the rights and liabilities of promoters reorganizing or consolidating existing corporations; and the rights and liabilities to be adjusted when a projected corporaton proves abortive. These, together with many incidental questions, are the subject matter of this book.
It has been my aim to write for the busy lawyer as well as for the academic student of the law. I have endeavored to state the underlying principles upon which the cases of promoters' law depend, and to analyze the puzzling decisions in such manner that their purport may readily be appreciated. What the practicing lawyer seeks is, however, not so much a case which establishes some broad principle, as a case which applies that principle to a situation such as the one he has in hand. Whenever I have met a case which applies an established principle to a question of promoters' law, or applies some principle of promoters' law to a striking state of facts, I have noted and indexed it in such manner that it may be quickly found. I have in my examination of the numerous lengthy opinions that have been written in promoters' cases found many statements, perhaps of no interest from an academic point of view, but yet of great value to the lawyer whose case involves the particular point. Such, for example, are statements as to the evidence admissible on a particular question, as to the inferences that may be drawn from a given state of facts, as to matters of pleading, practice, burden of proof, jurisdiction, and as to many other incidental matters which, while establishing no new principle and, perhaps, involving a sufficiently obvious point, are nevertheless the very kind of precedent which it is most difficult to find in case of need. All such statements I have taken pains to note and index.
I wish to express my appreciation of the helpful assistance received from Mr. Bertram F. Shipman of the New York bar and Mr. Paul J. Bickel now of the Cleveland bar.
MANFRED W. EHRICH. Dated, New York, April 15, 1916.
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