Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/673

 CHAP. XI.] CORPORATION AND CREDITORS. [§ 651. CHAPTER XI. LEGAL RELATIONS BETWEEN THE CORPORATION AND ITS CREDITORS. How they arise. General view, §§ 651, 652. Creditors have no voice in the cor- porate management, §653. Corporate assets a trust fund for creditors? §§ 654, 655. Creditors may follow them, § 656. Transfer of assets to a new corpora- tion, § 657. Right of creditors to restrain their misapplication, §§ 658, 659. Rights of creditors regarding debts due the corporation. Unpaid stock subscriptions, §§660, 661. Creditors may enjoin wrongs threat- ening the corporation, § 662. Creditors of an insolvent corpora- tion not entitled to a receiver as a matter of course, § 663. Creditors cannot prevent dissolution, §664. No alteration of charter; nor con- solidation. Survival of creditors' lien, §665. Liability of consolidated corpora- tion, § 666. Liability of corporation succeeding the debtor corporation, § 667. Insolvent assignments, § 668. Relative rights of creditors, § 669. Set-off, § 670. Corporate property, when exempt from execution, § 671. Relations between a bank and de- positors, § 672. Lien of bank, § 673. Bondholders, §674. Equitable mortgages, § 675. Railroad mortgages. Rolling stock, §676. Invalid provisions in corporate securities, § 677. May not invalidate the securities, §678. Corporate bonds negotiable, § 679. Coupons, § 680. Rights of bondholders, § 681. Remedies of bondholders, § 682. How they arise. General view. § 651. The legal relations between a creditor and the corporation are occasioned either by a contract binding on the latter, or by a tort for which it is responsible. Before the claims of a creditor arise, and during the transaction itself on which his claims are based, the creditor is simply an outsider towards whom the corporation, or the corporate agent l with whom the creditor contracts, owes no duty not due to members of the public at large. And creditors will rarely have any standing in court to object to acts of the corporation done before their 1 See§§ 752-755. 653