Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/414

 § 400.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. VII. only ; the legislation of the other state having no operation be- yond its territorial limits." * Speaking with reference to the consolidation of corporations organized under the laws of different states, Judge Cooley said in a Michigan case : — " It is familiar law that each corporation has its existence and domicile, so far as the term can be applied to the artificial person, within the territory of the sovereignty creating it ; it comes into existence there by an exercise of the sovereign will ; and though it may be allowed to exercise corporate functions within another sovereignty, it is impossible to conceive of one joint act, performed simultaneously by two sovereign states, which shall bring a single corporation into being, except it be by compact or treaty. There may be separate consents given for the consolidation of corporations, separately created ; but when the two unite they severally bring to the new entity the powers and privileges already possessed, and the consolidated company simply exercises in each jurisdiction the powers the corporation there chartered has possessed, 2 and succeeds there to its privileges. It may well happen, as indeed it often has, that the consolidated company will be a corporation possessing in one state very different rights, powers, privileges, and im- munities to those possessed in another, and subject to very dif- ferent liabilities. And after the consolidation each state legis- lates in respect to the road within its own limits, and which was constructed under its grant of corporate power, the same as it did before. And it cannot follow the new organization with its legislation into another state. It has been said that the consolidated company exists in each state under the laws of that state alone ; and this is the effect of the decision in Del- aware Railroad Tax, 18 Wall. 206, and in many other cases. 1 See, also, States. Northern Cen- tral Ry. Co., 18 Md. 193, 213; Farnum v. Blackstone Canal Co., 1 Sumner, 47; Port Royal R. R. Co. v. Hammond, 58 Ga. 523; County of Allegheny v. Cleveland, etc., I!. R. Co., 51 Pa. St. 228; Missouri Pac. Ry. v. Meek, 32 U. S. App. 691. In Covington Bd'g Co. v. Mayer, 31 Ohio St. 317, 325, it was said that a corporation created 394 hy two states, receiving similar charters from both, " is a single cor- poration clothed with the powers of two corporations. It. acts under two (diarters, which, in all respects, are identical, except as to the source from which they emanate." Cf. Keokuk Bridge Co. v. People, 161 111. 132. 2 How about interstate comity?