Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/542

 § 508.] THE LAW OF PRIVATE CORPORATIONS. [CHA1 IX. Corporate affairs must be managed in the interest of the shareholders as such, §§ 558, 559. Agreements among shareholders as to control, § 559a. Right of shareholders to vote in their own interest, § 5596. Right of shareholders to sue the cor- poration and its officers for con- spiracy, § 500. Like outsiders, a shareholder may sue the corporation, § 561. Shareholders have no unconditional right to a division of profits, § 5G2. But courts will sometimes interfere, especially in favor of preferred shareholders, § 563. Preferred dividends cumulative, §564. Dividends can be paid only out of profits, § 565. Recovery of dividends illegally paid, §§ 566, 567. Rights of shareholders after a div- idend has been declared, § 568. Right to subscribe to additional shares on an increase of the cap- ital stock, §569. Rights on a decrease of stock, § 570. Power to issue preferred shares, §§571,572. Meetings of the corporation. No- tice, §§ 573. 574. Who may call meetings, §575. Business irregularly transacted, §576. Voting; cumulative voting, § 577. Election of officers, § 577a. Transfer books evidence of right to vote, § 578. Voting by proxy, § 579. Combinations of shareholders; vot- ing trusts, § 580. A court of law the tribunal to de- termine the validity of corporate elections. Injunctions, §581. Power to make by-laws, §§ 582-584. Right to inspect corporate books, §585. Transfer of shares. Effect. When corporation is insolveut, § 586. Liability of transferee, §§ 587, 588. Irregular transfers, §§589, 590. Liability of corporation for exces- sive issues, § 591. Liability of corporation in register- ing transfers, § 592. Registry of transfers on forged or- ders, § 593. In violation of by-laws, § 594. In disregard of rights of which the corporation has no notice, § 595. Interpleader, § 596. Registry of transfers by mistake, §597. Estoppel of corporation by its cer- tificate, §598. Right of purchaser to a transfer; to damages, § 599. Lien of a corporation on its shares, §§ 000-602. Effect of lien, § 603. Its scope, §§ 604, 605. Waiver of lien, §§ 606, 607. Right of shareholders in respect of winding up, §§608, 609. Power of majority to dissolve ; of minority, § 610. Jurisdiction of equity, § 611. § 508. It is the purpose of the present chapter to treat of the Legal reia- legal relations subsisting between individual share- tionsdis- holders, or a minority of shareholders, and the cussed in ' J * this chapter, corporation or body corporate, acting as such and exercising directly or though its constituted agencies the corporate powers in the management of the corporate enter- 522