LIBRARY OF THE LELAND STANFORD JR. UNIVERSITY. A28932 Copyright, 1886, UNIVERSITY PRESS: PREFACE. THE first edition of this work was prepared according to a plan differing, in some respects, from that followed in any previous treatise on the same subject. The author was of the opinion, that the law relating to private business corporations could not be clearly understood, unless the fact were recognized that such a corporation is really an association formed by the agreement of its shareholders, and that the existence of a corporation as an entity, independently of its members, is a fiction; and that, while the fiction of a corporate entity has important uses and cannot be dispensed with, it is nevertheless essential to bear in mind distinctly that the rights and duties of an incorporated association are, in reality, the rights and duties of the persons who compose it, and not of an imaginary being. An attempt was therefore made to discuss and state the entire body of the law peculiar to private business corporations from this point of view. The same general plan has been followed in this edition, and the author has not found it necessary to change his views upon any important question. The order of the chapters has, however, been changed, partly for the sake of convenience, and partly because it was conceived that the present arrangement would be an improvement upon that adopted in the first edition. The numerous additions to the work would in any event have made a change in the section numbers indispensable. The views of the author in respect to the proper treatment of the subject generally considered under the head of "Ultra Vires," have been confirmed by further reflection. The expression ultra vires has not been used in the text, partly because it is too vague to serve any useful purpose, and partly because the variety of meanings attributed to it lead to inevitable confusion of thought. In the chapter entitled "The Validity of Corporate Acts," an attempt has been made. to distinguish the different principles of law upon which the legal effect of corporate acts depends, and to deduce from the authorities a series of rules by which the validity of transactions entered into by corporations in violation of their charters can be determined. The question what transactions corporations are authorized by their charters to enter into is considered in a separate chapter, entitled "The Construction of Charters." A large amount of labor has been spent in the preparation of this edition. The entire work has been revised, much new matter has been added, and the number of citations has been nearly doubled. The treatise has, however, been confined strictly to the law peculiar to private corporations, and collateral branches of the law have been touched upon only so far as is essential to a clear understanding of the main subject. In conclusion, the author desires to ask the indulgence of the profession for such imperfections as have necessarily resulted from the preparation of a work of this character amid the distractions of active practice. NEW YORK, April, 1886. |