Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/15

 PREFACE TO THE FIRST EDITION. The object of this Treatise is to give an accurate statement of the law regulating business enterprises which are prosecuted through the instrumentality of corporate organization ; to de- fine the rights and liabilities of the different classes of persons interested ; and to treat of those rights and liabilities accord- ing to the manner in which they come before the courts for determination. To accomplish this the writer, having briefly noticed the views regarding corporations held in the Roman and in the older common law, submits in the third and fourth chapters an analysis of the idea of a corporation, with some remarks on the resemblances between corporations and certain other legal institutions. There follows, in the fifth and sixth chapters, a discussion of the rights and liabilities arising through the promotion and formation of a corporation. These chapters, which to a large extent are of an introductory char- acter, are succeeded by a detailed discussion of corporate powers, and the legal effect of acts done by or on behalf of a corporation in occasioning legal relations between it and outsiders. The subsequent portion of the work treats of the rights and liabilities of the persons having interests in the corporate enterprise, treats, that is to say, of the legal rela- tions subsisting with respect to it. These relations fall under three heads : First, those between the corporation on the one hand, and, on the other, the state, the shareholders, the officers, or the creditors of the corporation. Secondly, those between the different classes of persons interested, — between share- holders and officers, between shareholders and creditors, and between officers and creditors. Thirdly, those among persons of the same class ; that is, among shareholders, among officers, and among creditors. It is the opinion of the writer that the fiction of the " legal person" has outlived much of its usefulness, and is no longer adequate for the purposes of an accurate treatment of the legal ix