OF THE LAW OF PRIVATE CORPORATIONS By WILLIAM MEADE FLETCHER PRIVATE CORPORATIONS VOLUME VI CHAPTER 56 (Continued) STOCK AND STOCKHOLDERS I. GENERAL CONSIDERATIONS [See Vol. 5] II. CERTIFICATES OF STOCK [See Vol. 5] III. SHARES OF STOCK AS PROPERTY [See Vol. 5] IV. LIABILITY OF SHARES OF STOCK TO EXECUTION, ATTACHMENT AND GARNISHMENT [See Vol. 5] V. CONVERSION OF SHARES OF STOCK [See Vol. 5] VI. AMOUNT OF CAPITAL STOCK AND INCREASE AND REDUCTION THEREOF [See Vol. 5] VII. ISSUE OF STOCK [See Vol. 5] VIII. ISSUE AND CANCELLATION OF CERTIFICATES OF STOCK [See Vol. 5] IX. UNAUTHORIZED AND FICTITIOUS STOCK AND CERTIFICATE [See Vol. 5] X. RIGHTS AND REMEDIES IN CASE OF LOSS OF CERTIFICATE OF STOCK [See Vol. 5] XI. PAYMENT FOR STOCK [See Vol. 5] XII. WATERED OR FICTITIOUSLY PAID UP STOCK [See Vol. 5] XIII. LIEN OF CORPORATION ON SHARES [See Vol. 5] XIV. PREFERRED STOCK $3621. Definition, nature and distinctions. $3622. Power to issue preferred or guaranteed stock-In general. $ 3623. - Issue of preferred stock under power to borrow money. By-laws authorizing preferred stock. $3624. § 3625. $3626. $ 3627. - Extent of power. Remedies in case of unauthorized issue. - Estoppel; ratification. $3628. Preferred stockholders as creditors-General rule. $ 3629. $3630. § 3631. - May be creditors. Relation both as stockholders and creditors. - Construction and effect of contract. § 3632. Rights and remedies of preferred stockholders-In general. Change of contract or impairment of rights. - Rights subordinate to those of creditors. - Right to certificate. § 3633. § 3634. § 3635. VI Priv. Corp.-1 § 3639. Rights on increase or reduction of capital stock. § 3640. Right to share in distributions of capital. § 3641. Liabilities of preferred stockholders. § 3642. Rights of common stockholders with respect to preferred stock. § 3643. Exchange of preferred stock for common stock, or common stock for preferred. § 3644. Redemption and retirement-Right of corporation to redeem or retire. § 3652. Stockholders' right to share in profits-Rights before dividend is declared. $3653. Rights after a dividend is declared. § 3654. Revocation of declaration of dividend. § 3655. Effect of insolvency. § 3656. Compelling declaration and payment of dividends-In general. § 3657. Jurisdiction and procedure. § 3658. Dividends payable out of profits only-General rule. § 3659. Unconditional agreement to pay dividends. § 3670. § 3671. -Debts and interest. Money due but not received. - Borrowed money. - Creation of reserve fund for repairs, etc. - Valuation of property. Property or money representing capital stock. - Insurance companies. Corporations whose property is necessarily consumed in use. $ 3672. In whom authority to declare dividends is vested. § 3673. Formal requisites of declaration. § 3674. Discrimination between stockholders. § 3675. Time of payment. § 3676. Place of payment. $3677. Cash dividends. § 3678. Dividends payable in property. § 3679. Bond or scrip dividends. $3680. Interest and interest dividends. § 3681. Stock dividends-General principles. $3682. Right to declare stock dividends. $3683.Necessity for surplus profits. - Effect of stock dividends. Recovery of dividend in money. § 3686. Dividends for particular purposes. § 3687. Remedies of stockholders to recover dividends-Action at law against corporation. - Remedy in equity. - Mandamus. Action against other stockholders. - Action against officers of corporation. -Set-off of dividend against debt due to corporation. - Statute of limitations. - Laches and estoppel. - Recovery of interest. -- § 3696. - Effect of consolidation. § 3697. Set-off of dividends against debts due from stockholders-In general. $3698. Effect of transfer of stock. § 3699. Persons entitled to dividends in general. $3700. Rights on transfer of stock-General rule. § 3701.Executory contracts to sell; sales for future delivery. $ 3702. - Provisions of statute, charter or by-laws. $ 3703. - Contract modifications. $3704. Rights as between pledgor and pledgee. $3705. Rights of legatees and distributees. $3706. Rights of trustees. $3707. Rights as between husband and wife. $3708. Attaching creditors. $3709. Interpleader. $ 3710. Assignment or transfer of dividends. $ 3711. Right to dividends as between life tenant and remainderman-Dividends declared before creation of the trust. $ 3712. § 3713. -- $ 3714. $ 3715. $3716. $ 3717. 3718. § 3719. $ 3720. $ 3721. Ordinary cash dividends earned after creation of trust. - Rule that all cash dividends go to life tenant. - Rule that all stock dividends are capital. - What are stock and what are cash dividends. - Rule that form of dividend is immaterial. Apportionment according to time when earned-General statement. Method of making apportionment. Dividends declared out of capital. - Where corporate property is of a wasting nature. § 3722. — Accumulations of surplus; invested surplus. Dividends in bonds or certificates of indebtedness. Right to subscribe for shares, etc., and proceeds of sale thereof. - Proceeds of shares sold. Method of determining whether dividends represent income or capital. Presumptions and burden of proof. Rights on death of life tenant. $ 3730. Remedies for unlawful payment of dividends-Injunction. $3731.Appointment of receiver. $ 3732. Bond or note given for illegal dividend. |