ON THE LAW

OF

PRIVATE CORPORATIONS.

BY

VICTOR MORAWETZ.

SECOND EDITION.

VOL. II.

BOSTON:

LITTLE, BROWN, AND COMPANY.

1886.

LIBRARY OF THE
LELAND STANFORD JR. UNIVERSITY.

A28933

Copyright, 1886,.

BY VICTOR MORAWETZ.

UNIVERSITY PRESS:
JOHN WILSON AND SON, CAMBRIDGE.

TABLE OF CONTENTS.

VOLUME IL

CHAPTER VIII.

THE VALIDITY OF CORPORATE ACTS.

PART I. The Responsibility of a Corporation for the Acts of

its Agents

SECTION

577

II. The Responsibility of a Corporation for the Acts of

the Majority.

III. The Legal Effect of Common Law and Statutory

Prohibitions. General Principles

641

648

655

A. The Effect of Common Law and Statutory Rules

B. Specific Performance of an unauthorized Corporate Act

D. The Rights of Innocent Parties

E. The Validity of Contracts which have been executed on

F. The Validity of Transfers of Property .

G. Obligations resulting from the Performance of Void Con-

681

685

CHAPTER IX.

THE LEGAL CONSEQUENCES OF THE FORMATION OF A COR-

PORATION WITHOUT AUTHORITY OF LAW.

CHAPTER X.

THE RIGHTS OF CREDITORS.

PART I. The Rights of Creditors of a Corporation with Re-

spect to its Capital

II. The Rights of Creditors against Shareholders with

Respect to the Company's Capital

III. Rights of Creditors against Shareholders under

special Statutory Provisions

IV. Rights of Creditors against Directors under special

Statutory Provisions.

CHAPTER XI.

735

SECTION

779

818

869

906

CHAPTER XV.

LEGISLATIVE CONTROL OVER PRIVATE CORPORATIONS.

PART I. The Constitutionality of Legislation affecting Pri-

vate Corporations.

SECTION

1044

II. The Effect of a Reservation of Power to repeal or

alter a Charter

1053