Commentaries on the Law of Private Corporations

tions are not those which concern the stock or its owners, but rather those which go to the constitution of the corporation, those which concern its organization and its rights and powers, and those which have reference to the functions of its officers and agents, and to their powers and limitations.

A text-book upon the law of corporations is oftenest consulted for information upon these points and for answer to such questions as, What can the corporation or its officers lawfully do? How can it lawfully do it? How shall a company be organized to accomplish this or that? How practically can such organizations subserve the private interests or forward the business enterprises of my clients? Can an existing company be made an instrument to do this or that thing? How can a company be checked and prevented from doing what will injure or oppress my client? Or in one sentence, what are the lawful capacities and the prescribed limitations of companies? These are the every-day perplexities of the corporation lawyer. He needs something more than the learning of ultra vires, and he looks to such a work as this purports to be for a precise statement of that more or less technical learning in the present law of corporations proper, compared with which the law of shares is distinctly subordinate, as well as in general well settled and elementary. It is believed that the bar and the bench will concede the substantial correctness of this view, and it is hoped that they may value a work on corporation law prepared upon this theory. I should also suppose that my work would be useful to students who seek within the compass of two volumes a general view of the modern law of corporations.

These volumes on Company Law are an essential part in the working out of a scheme- now nearing its consummation to present in all its phases, and from the pen of a single writer, to the profession, the whole law affecting corporations using that term in its widest sense. I conceived the idea of such an undertaking soon after I came to the bar, and, four years later, in 1885, made a first step toward its realization, in my "Contributory Negligence," which is an attempt to treat the law of negligence from the point of view of the corporation. Subsequently, in my "Receivers," in 1887, which considers the insolvency of corporations, and in

my "Modern Law of Railways," in 1890, which places that most important branch of the law in two volumes by itself, the work was carried forward. The present volumes, presenting a general view of the law of private corporations, are another step in the same direction. Two other treatises, now well advanced 66 Municipal Corporations," and "Modern Equity Jurisprudence" will complete what I have for the past ten years had in view and in hand; so that, in the whole and at the end, I shall have written entirely around my circle and have treated in distinct treatises the whole law of companies.

In such an undertaking, carried forward in connection with an active practice, and now likely, as it seems, to be completed within a period of seven or eight years from the time when work was begun, even a very modest success would have been impossible but for the intelligent assistance which it gives me pleasure to acknowledge I have had, at almost every stage of the work, from my friend Edwin A. Pratt, Esq., of the Louisville bar. To his learning, faithfulness, patience and exceeding skill the profession owe much of what is valuable in these volumes.

I submit the work to the bar and bench with diffidence when I reflect upon its imperfection, but with a measure of confidence withal, begotten of the generosity and appreciation with which my earlier works have been received.

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