Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/428

 § 423.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. Vll. § 422. The phrases used in the preceding paragraph require analysis. When it is said, that whether or not a dis- parages 8 ° f solution of both corporations and a creation of a new one are occasioned, depend on the intention of the legislature, the word " corporation " is obviously used as mean- ing legal institution, or the sum of the legal relations subsisting in respect of the corporate enterprise. 1 Evidently questions arising on consolidation are questions as to what already sub- sisting legal relations continue, and what new legal relations are occasioned through the consolidation. Hence, by saving that a new corporation is created, is meant that the legal relations are substantially changed as a body ; and that future legal relations will depend on a different corporate constitution. And by say- ing that corporation B. is merged into corporation A., is meant that the constitution of A., as an organic group of laws, remains unchanged ; though it may be modified by bringing into it certain legal rules from the constitution of B. § 423. In accurate and minute discussions, however, of special questions arising on consolidation, usually but small assistance will be derived from considering whether or not a new corporation is created. The essential matter will be to determine from the statutes authorizing the consolidation how far the already subsisting legal relations are modified ; and how far are altered the legal rules under which legal relations in respect of the corporate enterprise will come into existence upon the doing of further acts. Essential questions. Tompkins v. Augusta So. R. R. Co., 101 Ga. 436 ; Pingree v. Mich. Ceu. R. R. Co., 118 Mich. 314 ; Chicago, etc., Ry. Co. v. Ashling, 160 111. 373. See this last case for what was held to be a consolidation. "When the rights, franchises, and effects of two or more corporations are by legal au- thority and agreement of the parties combined and united into one whole and committed to a single corpora- tion, the shareholders of which are composed of those (so far as they choose to become such) of the com- panies thus agreeing, this is in law and according to common under- 1 408 standing a consolidation of such companies, whether such single cor- poration, called the consolidated company, be a new one then created, or one of the original companies con- tinuing in existence with only larger rights and capacities and property." Meyer v. Johnston, 64 Ala. 603, 656 ; opinion of court, per Manning, J. Because the consolidated company has a new name does not make it a new corporation. lb. In this case it was held that no new corporation was created. See, also, Capital Traction Co. v. Offutt, 17 D. C. App. Cas. 292. i See Chap. III.