Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/541

 CHAP. IX.] CORPORATION AND SHAREHOLDERS. CHAPTER IX. LEGAL RELATIONS BETWEEN THE CORPORATION AND ITS SHAREHOLDERS. Legal relations discussed in this chapter, § 508. Legal relations between shareholders and the corporation, how occa- sioned, § 509. Contracts to take shares, § 510. Issue of certificate not essential, § 511. Legal relations; general character, §512. Implied promise of subscriber to pay for the shares, §§ 513, 514. Consideration, § 515. Prescribed forms. Failure to pay preliminary deposit, § 516. Conditions. Levy of assessment, § 517. Subscription of total amount named in articles, § 518. Waiver of condition. Estoppel, § 519. Provisions construed not to be con- ditions, § 520. Verbal conditions and secret agree- ments void, § 521. " Non-assessable," § 522. Issue of stock below par; " Bonus " stock, §§ 522a, 5226. Issue of stock for property, § 522c. Subscriptions obtained by fraud voidable, provided subscriber acts with despatch, § 523. English and American views, § 524. Rationale, §§ 525, 526. Effect of error, § 527. Subscriptions, how affected by sub- sequent unauthorized or improper action on the part of the corpo- ration, §§ 528, 529. Change in the corporate enterprise by legislative action, §§ 530-532. Power reserved to the state to alter and repeal, §§ 533-535. Effect of consolidation, § 536. When subscriber cannot plead nul tiel corporation, § 537. When he may, §§ 538, 539. Shareholders may plead that officers making calls not legally elected, § 540. Subscribers to shares irregularly or illegally issued, § 541. Insolvency of corporation no defence. Capacities of receiver, § 542. Directors cannot delegate authority to make calls. When calls unnec- essary, §§ 543, 544. Forfeiture of shares for non-payment of calls, §§ 546, 547. Collusive forfeiture, § 548. Release of subscriber void, §§ 549- 551. Purchase of shares by the corpora- tion, § 552. Right of the corporation to control the corporate enterprise, § 553. Courts will not interfere at the suit of shareholders, § 554. Unless to restrain acts which are ultra wires, or constitute a breach of trust, §§ 555, 556. When shareholders may enjoin the acceptance of an amendment, § 557. 521