Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/518

 § 491. J THE LAW OF PRIVATE CORPORATIONS. [CHAP. VIII. was merged in another created by the same state, which latter company became invested with all the property, rights, and privileges of the former, it was held that an exemption from taxation in the charter of the latter company did not, in the absence of express words or necessary intendment, extend to the property of the former railroad acquired through the con- solidation. 1 A consolidated company acquires no greater immunities from taxation than the constituent companies had prior to the consolidation, and holds their immunities distrib- utive^ ; that is to say, whatever privileges and advantages either of the former companies possessed, inure to the benefit of the new company to the extent of the road occupied by each of the former companies respectively at the time of the con- solidation. 2 And when two corporations subjected to a certain special tax, with immunity from other taxation, are consoli- dated into a new corporation under such conditions as to render the special tax impossible, the new corporation is not entitled to immunity from general taxation. 3 porations enjoying respectively cer- tain immunities from taxation were consolidated by a statute passed after the passage of a general law reserving generally the right to the state to withdraw corporate fran- chises granted by subsequent char- ters unless expressly negatived in the charter; the effect of the consolida- tion was to dissolve the two corpora- tions and create a new one; it was held the consolidated corporation was subject to taxation. Railroad Co. v. Georgia, 98 U. S. 3.">9. Ace. Keokuk, etc., R. R. Co. v. Missouri, 152 U. S. 301; Yazoo & M. V. R'y Co. o. Adams, 180 U. S. 1. 1 Chesapeake, etc., R. R. Co. v. Virginia, 94 U. S. 718. 2 Tomlinson v. Branch, 15 Wall. 460 ; see Central Railroad, etc., Co. v. Georgia, 92 U. S. 665 ; State v. Commissioners, 37 N. J. L. 240 ; 498 Tennessee v. Whitworth, 117 U. S. 139. When a new corporation is formed out of two or more pre- viously existing corporations, and by the act creating it is to have the powers, privileges, and immunities possessed by each of the corporations whose union constitutes the new corporation, the new corporation will have the privileges, powers, and immunities which they all (i. e. every one of them) had ; and will not have those powers, privileges, and immunities which some had and some did not. This construc- tion was put on a consolidating act in regard to exemption from taxa- tion ; the former charters, moreover, were subject to alteration and re- peal. State v. Maine Central R. R. Co., 66 Maine, 488, 514. 3 Railroad Co. v. Maine, 96 IT. S. 499.