Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/45

 CHAP. III.] ANALYSIS OF A CORPORATION. [§ 37. § 35. Persons, not shareholders, bring themselves within the operation of the rules of law in the constitution of the corpo- ation by contracting with the corporate representatives. The rights of such persons are the manifestations of these rules, which, in their operation, exclude the operation of other rules ; as, for instance, rules whose operation would have been occa- sioned by contracting with the agent of an unincorporated firm. § 36. The result of the analysis reached at this point is briefly this : a corporation, considered as a legal institution, is the sum of the legal relations resulting from the ^tfauaiy- operation of rules of law in its constitution upon the sis at this 1 L, point. various persons, who, by fulfilling the prerequisite conditions, bring themselves within the operation of these rules. The general effect of these legal relations is to convert the corpo- rate funds, in respect to which, through the operation of the con- stitution of the corporation, ownership properly speaking ceases, into a fund for the attainment of the objects of incorporation. § 37. It is needful here to state more specifically between whom these legal relations subsist. There is first the state, which is to be viewed in two characters : between (a) as the political superior from whom emanate the Sthe 6 *" rules of law which manifest themselves in lesral rela- ! e £. al re ~ ° lations ra- tions m respect to the corporate enterprise ; and (b) as specting a party between whom and others, through incorpo- porate ration, arise legal relations of a peculiar nature pro- enter P nse - tected by the constitution of the United States. 1 Secondly, there are the shareholders ; thirdly, it will be convenient to re- gard the persons who ordinarily manage the corporate affairs — the directors and other officers — as a distinct class. Creditors constitute the remaining class of persons interested in the cor- porate enterprise. Their only interest is to be paid what is due them, and their only right is that the corporate funds shall not be wasted or misapplied so as to endanger the payment of their claims. It will be necessary, moreover, to consider the legal relations subsisting between individuals of the same class ; and, finally, stances differing from those with reference to which they were used. It is vain to think to cover by any single phrase the various aspects of the legal situation of corporate prop- erty. 1 See chap, viii., §§438 et seq. 25