Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/429

 PART V.] CONSOLIDATION. [§ 425. of the con- solidated corpora- tion. § 424. All the rights and franchises of the consolidated cor- poration are subject to the provisions of the statute Capacities authorizing the proceeding. 1 Usually, however, all the franchises of the consolidating companies vest in the new corporation ; as well as all the rights which before consolidation had accrued or vested in the former corpo- rations under the exercise of their franchises. 2 Thus, author- ity to mortgage the franchises may pass to the consolidated company ; 3 and likewise the power of eminent domain. 4 § 425. On the other hand, the consolidated corporation not only assumes duties and obligations similar to those of the former corporations, but as a general rule will Unities be held liable on the very identical liabilities and i Shields v. Ohio, 95 U. S. 319; affirming S. C, 26 O. St. 86. When the state constitution imposes liabil- ity upon the stockholders for corpo- rate debts, the stockholders of the consolidated company are so liable, although such liability did not exist as to any of the constituent com- panies before consolidation. Minne- apolis & St. L. R'y Co. v. Gardiner, 177 IT. S. 332. 2 Payne v. Lake Erie, etc., R. R. Co., 31 Ind. 283; Miller v. Lancaster, 5 Coldw. (Tenn.) 514; Cooper v. Cor- bin, 105 111. 224. Thus, the new cor- poration may lawfully use a patent which the prior companies had been licensed to use. Lighter v. Boston and Albany R. R. Co., 1 Lowell, 338; Ridgway Township v. Griswold, 1 McCrary, 151. So when the officers of a corporation are exempt from jury duty, and the corporation con- solidates, the consolidated corpora- tion receiving all the immunities of the former corporations, its officers will be exempt from jury duty; and that they should be so is a valuable franchise of the corporation. Zim- mer v. State, 30 Ark. 677. See, also, Fisher v. N. Y. C. and H. R. R. R. Co., 46 N. Y. 644. It is to be pre- sumed, when two or more railroad companies are authorized to consoli- date, that the franchises and priv- ileges of each continue to exist with respect to the several roads so con- solidated. Authority to consolidate " upon such terms as may be deemed just and proper" includes the power to transfer to the consolidated com- pany the franchises and privileges connected with the road; if, indeed, the law itself did not have that ef- fect. Green County v. Conness, 109 U. S. 104, citing Tomlinsonu. Branch, 15 Wall. 460; see § 491. As to whether special exemptions, as, e. g., from taxation, pass to the consolidated corporation, see §§ 487- 491. As to the right of the consoli- dated corporation to municipal bonds voted in aid of one of the former companies, see § 323. As to consoli- dation releasing subscribers, see § 536. 3 Mead v. N. Y., Housatonic, etc., R. R. Co., 45 Conn. 199. 4 South Carolina R. R. Co. v. Blake, 9 Rich. L. (S. C.) 228, 233; Trester v. Missouri P. R. Co., 33 Neb. 171. 409