Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/517

 chap, vm.] CORPORATION AND STATE. [§ 491. his assignor. 1 This reasoning was afterwards followed in the case of a consolidation creating a new corporation ; and it was held that the new corporation could not have received im- munity from taxation because of an amendment to the state constitution in force at the time of the consolidation forbidding the exemption of corporations from taxation. 2 § 491. Some of the most interesting questions respecting chartered immunity from taxation have arisen upon the con- solidation of corporations ; and in solving these questions the Supreme Court of the United States has strongly exempli- fied the doctrine that the intent of the legislature to exempt the property of a corporation from taxation must be explicit. An early case is Philadelphia and Wil- consoiida- mington Railroad Co. v. Maryland, 3 which was the case of a railroad company formed by the union of several com- panies chartered by different states. One of the original com- panies had been chartered by Maryland, and its charter con- tained no exemption from taxation. The court held that the property of the consolidated company in Maryland could be taxed by that state, although the charter of another of the original companies, given by another state, contained an exemption from taxation. 4 So, where one railroad company domicile and an authorized increase of stock. Insurance Co. v. Tennes- see, 161 U. S. 193. 1 Louisville & Nashville R. R. Co. v. Palmes, 109 U. S. 244. 2 St. Louis, I. M. and S. Ry. Co. v. Berry, 113 U. S. 465; Adams ». R. R. Co., 77 Miss. 194. 3 10 How. 376. 4 Two acts of Delaware and Mary- land authorized the consolidation of two railroad companies, one in Del- aware and one in Maryland. Both acts contained a provision whereby the shareholders of the two compa- nies should, when consolidated, en- joy all the rights and privileges, and exercise all the powers vested in either company. It was held that the purpose of the two provisions was to vest in the new company the 32 rights and privileges which the orig- inal companies had previously en- joyed under their respective charters; the rights and privileges in Maryland which the Maryland company had there enjoyed, and in Delaware the rights and privileges which the Del- aware company had there enjoyed, and that it was not the purpose to transfer to either state and enforce therein the legislation of the other. And, therefore, since a provision in the charter of the original Maryland corporation exempting its shares from taxation, exempted them only in Maryland, the privilege of the new company in this matter only extend- ed to an exemption in that state and did not exempt its shares from taxa- tion in Delaware. Delaware Rail- road Tax, 18 Wall. 206. Two cor- 497