A Treatise on the Law of Intercorporate Relations

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Little, Brown,, 1909 - Antitrust law - 924 pages
 

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Contents

Amalgamation
17
Distinction between Consolidation and Sale
18
Distinction between Consolidation and Lease
21
Distinction between Consolidation and Control
22
Distinction between Consolidation and Combination
23
CHAPTER II
24
thority against Public Policy
26
Conferring and Withdrawal of Legislative Authority 19 Power of Legislature to authorize Consolidation
27
tion of Interstate Commerce
29
Legislative Sanction How expressed
31
Public Policy regarding Consolidation of Noncompeting Railroads
32
What Railroads may consolidate Statutory Provisions
33
Power of Legislature to withdraw or limit Right to consolidate A In Absence of Reserved Power
44
Power of Legislature to withdraw or limit Right to consolidate B In Exercise of Reserved Power
46
General Rules of Construction
47
Formal Statutory Requisites
52
When Consolidation is effected
53
Construction of Statutes prescribing Mode of Consolidation
54
What Statutory Provisions Conditions Precedent
55
What Statutory Provisions not Conditions Precedent
56
Statutory Provisions for Appraisal of Stock
57
CHAPTER III
58
CHAPTER IV
78
Bates County v Winters 136 Birmingham R etc Co v Elsen 151
79
Power
86
Rights and Remedies of Dissenting Subscribers
92
The Right to condemn Stock
98
PART IV
100
CHAPTER VI
113
Rex Crude Oil Co 119
119
Construction of Particular Consolidation Acts Cases showing Creation of Distinct Corporation
120
Construction of Particular Consolidation Acts Cases of Absorption or Merger
122
Effect of Valid Consolidation upon Stockholders of Constituent Cor porations
123
CHAPTER VII
126
Choses in Action 68 Subscriptions
132
Enforcement of Subscribers Obligations Conditional Subscrip tions
133
Municipal
136
Constitutional Limitations upon Grants of Privileges and Immuni ties
137
Exemptions from Taxation
139
Special Privileges and Immunities other than Tax Exemptions 133 135 137 138
142
Powers
143
Power to issue Mortgage Bonds
144
Right of Eminent Domain 77 Miscellaneous Powers
146
CHAPTER VIII
149
78a Consolidated Corporation liable upon its Own Obligations
150
Obligation to perform Public Duties of Constituents
154
Liability of Consolidated Company to Bondholders and Preferred Stockholders of Constituents Other Special Contracts
156
Liability for Torts of Constituents
159
Rule of Liability inapplicable to Consolidation after Foreclosure Sale
161
Liens 84 Conventional and Statutory Liens
162
Equitable Liens
163
Remedies of Creditors of Constituent Corporations 86 Remedy of Creditors against Consolidated Corporation At Law
165
Remedy of Creditors In Equity
167
Remedy against Constituent Corporation if not dissolved
168
Effect of Consolidation upon Pending Suits
170
Procedure regarding Pending Suits
171
Allegation and Proof of Consolidation
172
CHAPTER IX
174
Effect of Unlawful Consolidation
176
Effect of Irregular Consolidation
177
Who may attack Irregular Consolidation
178
Estoppel to deny Regularity of Consolidation
180
Accounting after Attempted Consolidation
183
CHAPTER X
186
Status of Interstate Consolidated Corporation
187
Effect of Interstate Consolidation upon Status of Constituent Cor porations
192
Management of Interstate Consolidated Corporation
193
Rights and Powers of Interstate Consolidated Corporation
194
Duties of Interstate Consolidated Corporation Taxation
195
Citizenship of Interstate Consolidated Corporation
196
Foreclosure of Mortgages after Interstate Consolidation Juris diction
199
CORPORATE SALES
201
Edison El Light etc Co 57 tory v Warner
202
Smith
216
Rowland 511
223
Exchange of Property of One Corporation for Stock of Another
227
143
230
Stock received upon Exchange belongs primarily to Corporation
234
144
242
Fraudulent Sales
243
Priority of Purchasers Mortgage over Claims of Vendors Creditors
251
v
261
CHAPTER XIV
299
Rights of Vendor Corporation after Authorized Sale
300
Liabilities of Vendor Corporation in Case of Authorized Sale
301
Quo Warranto and other Proceedings against Vendor Corporation
302
Rights and Powers of Vendee Corporation In General
303
Right of Eminent Domain
304
Right to fix Rates of Fare Chartered Rates
306
Obligations of Vendee Corporation in respect of Public Duties of Vendor
307
Vendee Corporation not liable upon Obligations of Vendor unless assumed or imposed by Law
308
Status of Foreign Purchasing Corporation
311
PART III
312
In Formation of Trust State regards Acts of Stockholders as Acts
313
Lease of Entire Property of Prosperous Corporation
314
Lease of Entire Property of Losing Corporation
316
Voidable Leases
317
Remedies of Objecting Stockholders
319
without Statutory Authority
320
Leases of Franchises
322
ARTICLE II
323
corporate Relations
326
Necessity for Legislative Authority to take a Lease
329
Park Sons Co v
330
What Railroads may be leased Statutory Provisions
331
129a Ultra Vires Sales of Property of Private and Quasipublic Corpora
332
Rule of Construction of Statutes
334
Construction of Statutes A Provisions authorizing Leases
335
Construction of Statutes B Provisions not authorizing Leases
338
Construction of Statutes C Power to lease Unfinished Road
341
Construction of Statutes D Leases of Connecting Lines
342
Constitutional and Statutory Prohibitions of Leases of Competing or Parallel Lines
343
CHAPTER XVII
344
Whether Unanimous Consent is necessary unless otherwise pro vided
346
Requisite Majority prescribe Terms of Lease
348
Remedies of Dissenting Stockholders
349
Acquiescence and Laches of Stockholders
350
Method of approving and executing Railroad Leases 193 Statutory Requirements
353
Construction of Statutes prescribing Mode of approving and exe cuting Leases
354
Formalities attending Execution of Lease of Railroad
356
Corporation may be estopped from alleging Irregular Execution of Lease
359
CHAPTER XVIII
360
Consideration
361
Construction of Particular Leases
362
Lease for Longer Term than Existence of Corporations may be valid
364
Partial Invalidity of Leases Void Restrictions
365
Dependent and Independent Contracts
366
203a Assignments of Leases
367
Covenants in Railroad Leases 204 Covenant to pay Rent Assumption of Interest Payments
368
Covenant to pay Taxes
370
Covenant not to assign
372
Covenant to make Repairs
374
Covenant to pay Damages and defend Suits
375
Miscellaneous Covenants
376
CHAPTER XIX
377
Lien
379
Rights of Stockholders when Rent is payable in Form of Dividends
381
Mortgage of Rent Charge
383
Liabilities of Lessor Corporation 215 Obligations of Lessor Corporation to State
385
Lessor Corporation cannot avoid Statutory Obligations unless exempted
386
Taxation of Leased Railroads
406
CHAPTER XX
409
Rights of Lessee in Matter of Tolls
410
Mortgages of Leases
411
Remedies of Lessee Corporation
412
Statutory Liability of Lessee
414
Liability of Lessee for Torts in Operation of Road under Author ized or Unauthorized Lease
417
Joint Liability of Lessor and Lessee
419
Liability of Lessee for Debts of Lessor
421
CHAPTER XXI
422
Lease
424
Obligations of Receiver pending Election
426
Obligations of Receiver after Election
429
Lease of Railroad by Receiver
431
CHAPTER XXII
432
Enforcement of Executory Ultra Vires Leases
434
Delivery of Possession under Ultra Vires Lease
435
Right and Duty of Disaffirmance
437
Recovery of Property after Disaffirmance
438
Recovery on Quantum Meruit for Past Use
440
Improvements made by Lessee under Ultra Vires Lease
443
Effect of Ultra Vires Lease upon Stock Subscriptions
444
Voidable Railroad Leases
445
Leases of Railroads for Purpose of suppressing Competition
448
Remedy of State Injunction
449
CHAPTER XXIII
451
Authority to lease to reign Corporation
453
Status of Foreign Corporation leasing Railroad
454
CHAPTER XXIV
455
Contract
457
Execution of Trackage Contracts
459
Assignability of Trackage Contracts
460
Construction of Trackage Contracts
461
Specific Performance of Trackage Contracts
464
Liability of Proprietary Company to Third Persons
466
Liability of Licensee Company to Third Persons
468
Liability to Employees
470
CORPORATE STOCKHOLDING AND CONTROL CHAPTER XXV
472
United States
473
England
475
Necessity for Statutory Authority to subscribe for Stock
476
Subscriptions or Purchases through Trustees or Agents
478
Similar Nature of Corporations does not affect application of Rule
479
Expediency of Purchase of Stock immaterial
481
Assumption of Power to hold Stock in Articles of Association
482
Express Power to acquire Stock 271 Corporations may acquire Stock in other Corporations when authorized Statutory Provisions
483
Power to subscribe for Stock in Foreign Corporations
491
Construction of Statutes
492
Construction of Constitutional Prohibitions
497
Incidental Power to acquire Stock 275 In General
499
Incidental Power to make Investments in Stocks
500
Incidental Power to take Stock in Satisfaction of Debt
501
Incidental Power to take Stock as Collateral
504
Incidental Power to acquire Stock in Connection with Consolida tion or Purchase
505
Incidental Power to take Stock upon a Reorganization
507
Miscellaneous Instances of Incidental Power to acquire Stock
508
Presumption of Power to hold Stock
510
CHAPTER XXVI
516
Nature of Holding Corporations
517
Rights of Foreign Corporation holding Stock
519
Incidents of Ownership attach to Intra Vires Holdings
523
287a Collateral Trust Bonds
525
What Incidents of Ownership attach to Ultra Vires Holdings
529
288a Status of Parties to Ultra Vires Purchases of Stock
530
Liability for Assessments upon Ultra Vires Holdings
532
Ultra Vires Contracts for Purchase of Stock Who may question Validity of Ultra Vires Purchases Dependent Contracts
535
Independent Contracts
536
Holding Stock to prevent Competition
538
Remedies in Case of Ultra Vires Stockholding
539
CHAPTER XXVII
542
Property
543
Distinction between Control and Community of Interest
544
Distinction between Control and Consolidation
545
Status of Corporations as Controlling Stockholders
547
Remedies of Minority Stockholders of Controlled Corporation
550
PART V
552
Definition of Term Association
553
Definition of Term Trust
554
Definition of Phrase Corporate Combination
555
Evolution of the Combination
556
Formation of Associations
557
Formation of Trusts
559
Formation of Corporate Combinations
560
Analysis of Principles determining Legality of Combinations
561
CHAPTER XXIX
562
CHAPTER XXX
570
ARTICLE II
578
Columbus etc R Co v Burke
593
Schlag 576 Boston etc R Co v Boston
598
CHAPTER XXXIII
602
Modern Use of Phrase Contract in Restraint of Trade
605
Direct Test of Validity of Combination not whether it is in Restraint of Trade
608
CHAPTER XXXIV
609
Necessity for Rules of Public Policy
611
Difficulty of Formulating Rules of Public Policy concerning Com binations
612
Formulation of Rules Basis in Judicial Decisions
613
Basis of Rules B Case of the Standard Oil Trust
616
Basis of Rules C Whiskey Trust Cases
618
Basis of Rules D Case of the Preservers Trust
620
Basis of Rules E Case of the Chicago Gas Trust
621
Basis of Rules F Case of the Diamond Match Company
623
Basis of Rules G Case of the Glucose Combination
625
348a Basis of Rules H Case of the Pocahontas Coke Company
627
Basis of Rules I Miscellaneous Cases
631
CHAPTER XXXV
633
and Quasipublic Corporations
634
Analysis of Rule governing Private Corporations A Form of Combination immaterial
635
Analysis of Rule B Objects and Tendencies of Combinations
639
Analysis of Rule C Control of the Market
642
Analysis of Rule D Extent of Territory
647
Analysis of Rule E Useful Commodities
648
Analysis of Rule of Public Policy applicable to Quasipublic Corporations
653
CHAPTER XXXVI
654
Associations of Manufacturers owning Patents
658
Connecting Lines
659
Associations of Railroad Companies A Traffic Contracts of 364 Associations of Railroad Companies B Traffic Contracts of Competing Lines
661
364a Associations of Railroad Companies C Pools
662
Associations of Gas Companies and other Quasipublic Corpora tions
664
RIGHTS AND REMEDIES
667
Kinner v Lake Shore etc R Co
673
ARTICLE III
688
Schmitz
700
Statute not limited to Unreasonable Restraint of Trade
705
Creek R
746
Pennsylvania
748
City of St Louis
755
II
762
cise of Reserved Power
787
Validity of State Statutes tested by Fourteenth Amendment
797
State Courts Interpretation of State Statute followed by Federal
805
CHAPTER XLIII
836
Criminal Proceedings Indictments
840
Proceedings to enforce Forfeitures
844
Proceedings against Corporations
846
Actions for Damages 847 1
847
Evidence Production of Books
850
Statutes of Limitation
851
145
853
146
866
Copyright

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Page 751 - SEC. 4. The several circuit courts of the United States are hereby invested with jurisdiction to prevent and restrain violations of this act; and it shall be the duty of the several district attorneys of the United States, in their respective districts, under the direction of the attorney-general, to institute proceedings in equity to prevent and restrain such violations.
Page 702 - Provided, that no person shall be prosecuted or be subjected to any penalty or forfeiture for or on account of any transaction, matter, or thing concerning which he may testify or produce evidence, documentary or otherwise, in any proceeding, suit, or prosecution under said acts : Provided further, that no person so testifying shall be exempt from prosecution or punishment for perjury committed in so testifying.
Page 721 - If it be held that the term includes the regulation of all such manufactures as are intended to be the subject of commercial transactions in the future, it is impossible to deny that it would also include all productive industries that contemplate the same thing. The result would be that Congress would be invested, to the exclusion of the states, with the power to regulate, not only manufactures, but also agriculture, horticulture, stock raising, domestic fisheries, mining — in short, every branch...
Page 664 - That it shall be unlawful for any common carrier, subject to the provisions of this act to enter into any contract, agreement, or combination with any other common carrier or carriers for the pooling of freights of different and competing railroads, or to divide between them the aggregate or net proceeds of the earnings of such railroads, or any portion thereof...
Page 717 - Commerce, undoubtedly, is traffic, but it is something more, — it is intercourse. It describes the commercial intercourse between nations and parts of nations in all its branches, and is regulated by prescribing rules for carrying on that intercourse.
Page 792 - Amendment, broad and comprehensive as it is, nor any other amendment was designed to interfere with the power of the State, sometimes termed its ' police power,' to prescribe regulations to promote the health, peace, morals, education and good order of the people, and to legislate so as to increase the industries of the State, develop its resources and add to its wealth and prosperity.
Page 62 - No railroad, canal or other corporation, or the lessees, purchasers, or managers of any railroad or canal corporation, shall consolidate the stock, property, or franchises of such corporation with, or lease or purchase the works, or franchises of, or in any way control any other railroad or canal corporation, owning or having under its control, a parallel or competing line...
Page 769 - Every person who shall make any such contract or engage in any such combination or conspiracy, shall be deemed guilty of a misdemeanor...
Page 691 - Whenever it shall appear to the court before which any proceeding under section four of this act may be pending, that the ends of justice require that other parties should be brought before the court, the court may cause them to be summoned, whether they reside in the district in which the court is held or not ; and subpoenas to that end may be served in any district by the marshal thereof.
Page 674 - The test," says Judge Duncan in Swan v. Scott, 11 Serg. & R. 164, "whether a demand connected with an illegal transaction is capable of being enforced at law, is whether the plaintiff requires the aid of the illegal transaction to establish his case.

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