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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Actions for damages Definiteness of agreement
64
Actions to enforce mechanics liens
71
Power of promoter to make contract for corporation after
73
Liability of promoter on contract made for corporation 139
74
Liability imposed upon corporation by act of incorpora
79
Status of subscription agreements pending action of cor
85
The act of assumption
92
Enforcement at law or in equity
100
Necessity of determining whether promoter acquired
103
Obligation of corporation to pay for services in procuring
107
The same subject Contracts of a continuing nature
114
Varying written agreement of promoter
121
Admissions of promoter
129
Right of corporation to conveyance of property purchased
135
corporation
144
Enforcement of contract by promoter
147
Pleading the promoters contract
149
CHAPTER V
151
What expenses allowed
152
Compensation for services
154
Compensation of fraudulent promoters
159
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
Manner of taking profit immaterial
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
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
Promoters rights under contract afterward modified
196
Nature of the disclosure Constructive notice
214
The same subject Effect of independent board of
226
Profits where promoters themselves the sole subscribers
232
The same subject Dummy stockholders
238
Legality of promoters profits where shares subsequently
246
The Old Dominion Copper Company litigations
255
The same subject Subsequent decisions
263
Defense of laches as depending upon nature of relief asked 296
271
poration
273
Defense that defrauded syndicate in turn defrauded cor
279
moter
287
Effect of judgment for or against copromoter
298
CHAPTER IX
300
Where promoter misrepresents facts
306
Accounting for profits Rescission unnecessary
308
Remedies when promoters profit taken in money
309
Remedies when promoters profit taken in bonds or other obligations of corporation
315
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 etc
331
Cancellation of secret agreements
332
Adequate remedy to be freely granted
333
CHAPTER X
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
Conflict of laws
359
CHAPTER XI
360
Introductory
361
False representations in prospectus
362
The same subject Who entitled to sue thereon
363
False certificates
365
Indirect misrepresentations
366
Liability to brokers
367
Reliance upon false statements
369
The same subject Agreement not to rely on represen tations
373
Intent to deceive
381
Fraud by concealment
384
The same subject The English Companies Act
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
Materiality of representations in regard to subscriptions
406
The same subject Sham subscriptions
408
Materiality of representations as to identity of subscribers
411
Materiality of representations as to price paid for shares
413
Materiality of representation that stock sold is treasury stock
414
Misstatements as to value of shares
415
Materiality of representations as to legal status of com pany or shares
416
Representations as to future action
417
Falsity of representations
418
Interpretation of prospectus
419
Interpretation of prospectus in light of particular com plainant
421
character
422
Interpretation of particular statements
425
Secret profits of promoter as fraud upon subscribers
428
Secret profits of promoter as fraud upon subsequent pur chasers of shares
429
Misrepresentations giving rise to action by corporation
433
CHAPTER XII
436
Accounting for profits
438
Rescission of subscription
440
Rescission because of secret profit of promoter
446
Restoration of status quo as condition of rescission
448
Methods of effectuating rescission
449
Joinder of actions
451
CHAPTER XIII
454
Defense that no benefit accrued to promoter
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
CHAPTER XV
501
Rights of vendor receiving payment in bonds
523
The same subject Promoter carrying out plan after
529
CHAPTER XVIII
552
CHAPTER XIX
559
The same subject Circumstances under which expenses
568
Rights of purchasers of shares of abortive corporation
574
Liability of promoters of defectively organized cor
581
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Página 392 - ... 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 390 - ... 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 202 - ... or been guilty of any misfeasance or breach of trust in relation to the company...
Página 388 - ... 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 339 - ... 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 393 - 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 389 - ... 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 458 - 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 19 - 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 291 - 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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