$ 3733. - Recovery of dividends unlawfully paid-In general.
$ 3734. Effect of stockholder's good faith.
$ 3735. Right of creditors as affected by time when they became such.
8 3736. Liability where stockholder is officer.
$ 3737.

Effect of statutory liability of directors.
8 3738. Extent of liability.
$ 3739. Jurisdiction and procedure.
8 3740. Statute of limitations.
$ 3741. — Liability of directors-At common law.
8 3742. Statutory liability.
8 3743. Nature and extent of liability.
$ 3744. Effect of good faith.
$ 3745. Dissenting or nonparticipating directors.
$ 3746. - By whom liability may be enforced.
8 3747. - Parties and pleading.
$ 3748. Statute of limitations.

3749. — Liability of treasurer. $ 3750. - Criminal liability of directors and officers.

-

XVII. DIVIDENDS ON PREFERRED STOCK

$ 3751. Right to and extent of preference in general.
$ 3752. Dividends payable out of profits only.
$ 3753. Discretion in declaring dividends.
$ 3754. Cumulative dividends.
8 3755. Right to share in surplus after payment of preferred dividends.
$ 3756. Rights of transferees.
$ 3757. Remedies in respect to dividends.

XVIII. THE RIGHT TO TRANSFER SIIARES

$ 3758. In general. 8 3759. Restrictions in the charter or general law. $ 3760. By-laws restricting transfers. $ 3761. Agreements in restraint of the right to transfer-In general. $ 3762. — Agreements giving corporation or other stockholders prior right to pur

chase. 8 3763. Restrictions in stock certificates. $ 3764. Transfers to or by directors or other officers. $ 3765. Transfers to other corporations. $ 3766. Transfers after dissolution of the corporation or pending liquidation.

XIX. EFFECT OF TRANSFER

$ 3767. Scope of subdivision.
8 3768. General principles.
$ 3769. Liability for calls---General rules.
$ 3770. - Charter or statutory provisions.
$ 3771. - Stock issued as full paid; watered or fictitiously paid up stock.
$ 3772. Defenses available to transferee.
$ 3773. Assessments beyond the amount of the shares.

$ 3774. Action for conversion of stock.
$ 3775. Right to complain of issue of watered or fictitiously paid up stock.
$ 3776. Assignment in bankruptcy.
8 3777. Conflict of laws.
$ 3778. Effect of pending judicial proceedings; lis pendens.

XX. NEGOTIABILITY OF STOCK CERTIFICATES AND TITLE OF BONA FIDE

TRANSFEREES

8 3779. General rules.
8 3780. Custom or usage.
$ 3781. Quasi negotiability; estoppel.
§ 3782. Statutory provisions.
8 3783. Bona fide purchasers.

XXI. MODES OF TRANSFERRING SHARES; REGISTRATION

$ 3784. General principles. $3785. Necessity for delivery. $ 3786. Delivery of certificate without indorsement or assignment. $ 3787. Recording or filing in public office. $ 3788. Necessity for complying with statutory provisions; waiver. $ 3789. Transfer on the books of the corporation General principles. $ 3790. - Recitals in stock certificates. § 3791. Mode of procuring transfer on books, and sufficiency of transfer-In

general. 8 3792. — Upon whom demand for registration should be made. $ 3793. Issue of certificate to transferee, and surrender of old certificate.

XXII. EFFECT OF UNREGISTERED TRANSFERS

$ 3794. Effect of unregistered transfers as between the parties——General rule. $ 3795. Nature of transferee's title. $ 3796. — Rights and liabilities as between registered and actual owner-In

general. $3797. - As to dividends, calls and assessments. $ 3798. Effect of unregistered transfers as against the corporation-General rule. $ 3799. — Right to vote. $ 3800. — Qualification for office. $ 3801. — Liability for calls or assessments. $ 3802. — Payment of dividends. $ 3803. — Right of corporation to set off dividend against debt of transferrer. $ 3804. -Distribution of assets. $ 3805. Suit by transferee to set aside ultra vires transactions, or redress in

juries to corporation, $ 3806. – Lien of corporation; rights as a creditor. $ 3807. — Liability of corporation for registering fraudulent or unauthorized

transfer. $ 3808. – Waiver or estoppel. $ 3809. — Refusal to register transfer. $ 3810. Effect of unregistered transfer as against corporate creditors. $ 3811. Effect of unregistered transfer as against creditors of apparent ownerGeneral rules.

3812.

Where failure to register fault of corporation. $ 3813. - Failure to register transfer as a badge of fraud. $ 3814. – Unregistered pledge of shares. § 3815. Effect of unregistered transfers as against purchasers or pledgees from

apparent owners.

XXIII, REFUSAL TO RECOGNIZE AND REGISTER TRANSFERS

§ 3816. Right to transfer and duty to make it. $ 3817. Remedies for refusal to transfer-Suit in equity to compel transfer. $ 3818. Mandamus to compel transfer. $ 3819. - Action against corporation for damages. § 3820. — Action against person causing refusal. $ 3821. - Liability of officers or transfer agents. § 3822. - Statutory remedies. 8 3823. Refusal must be wrongful-In general. $ 3824. - Effect of conflicting claims to same stock. $ 3825. - Right to inquire into validity of transfer as between the parties. $ 3826. Motive in transferring shares. $ 3827. - Right to require proof of authority—In general. $ 3828. Where stock is held in a fiduciary capacity. § 3829. – Right to require production and surrender of old certificate.

-

XXIV. FORGED AND UNAUTHORIZED TRANSFERS, AND TRANSFERS IN

BREACH OF TRUST

$ 3830. Duty of corporation with respect to transfers. 8 3831. Good faith and absence of negligence on the part of the corporation. $ 3832. Failure to require surrender of original certificate. $ 3833. Transfer under decree of court. 8 3834. Title of transferee. $ 3835. Transfers by persons under legal disability $ 3836. Unauthorized or fraudulent transfers by agents. 8 3837. Unauthorized or fraudulent transfers by trustees—Rights and liabilities

of transferee. $ 3838. - Liability of corporation. $ 3839. - Use of word trustee” as notice. 8 3840. Unauthorized or fraudulent transfers by executors or administrators,

Rights and liabilities of transferees. § 3841. - Liability of corporation. $ 3842. Unauthorized or fraudulent transfers by guardians. $ 3843. Remedies of owner against corporation. $ 3844. Liability of corporation to holder of prior equitable title. $ 3845. Liability of transferee to true owner. § 3846. Liability of transferee to corporation. 8 3847. Liability of corporation to transferee. $ 3848. Rights and liabilities of purchaser of new certificate. $ 3849. Liability of person selling stock as broker or agent. 8 3830. Liability of bailee for conversion. $3851. Liability of vendor for conversion after sale. $ 3852. Liability of witnesses. $ 3853. Estoppel of true owner to assert title as against transferee-In general.

$ 3854. – Purchasers or pledgees with notice.
$ 3855. – Effect of nonregistration of transfer to apparent owner.
§ 3856. — Negligence of guardian as affecting ward.

XXV. CONTRACTS FOR THE SALE OF SHARES

$ 3857. Formation and validity of contract in general.
$3858. Consideration and mutuality.
$ 3859. Oral contracts; statute of frauds—Necessity for writing.
$ 3860. Sufficiency of writing or memorandum; part performance.
$ 3861. Illegality; gambling contracts.
$ 3862. Effect of fraud and false representations-Scope of subdivision.
$ 3863. What amounts to fraud in general.
$ 3864. - Representations as to corporate property and assets.
$ 3865. - Representations as to financial condition of the corporation.
$ 3866. - Representations as to dividends.
$ 3867. — Representations as to capital stock.
$ 3868. — Representations as to value of stock.
$ 3869. — Further illustrations.
$ 3870. — Expressions of opinion, promises or predictions.
$ 3871. — Representations as to the law.
$ 3872. - Nondisclosure or concealment of facts.
$ 3873. — Falsity of statement.
$ 3874. – Knowledge of falsity and intent to deceive.
$ 3875. — The representation as an inducement.
$ 3876. - Right to rely on representations.
$ 3877. Necessity for injury.
§ 3878. — Persons who may be held liable.
$ 3879. Remedies for fraud-Rescission.
8 3880. Restoration of the status quo.
8 3881. - Laches as a bar to rescission.
$ 3882. Ratification or waiver as a bar to rescission.
$ 3883.

- Action for deceit-In general. 8 3884. Waiver; limitations. 83885. Construction of contract in general. $ 3886. Admissibility of parol evidence. § 3887. Executed and executory contracts; when title passes. $ 3888. Conditions precedent and subsequent. $ 3889. Warranties, guaranties and special stipulations--Express warranties. $ 3890. — Implied warranties. $ 3891. - Agreements by seller to repurchase or giving him option to do so, and

the like. 8 3892. — Guaranties and agreements by third persons. $ 3893. Performance and breach generally. $ 3894. Payment. $ 3895. Tender and demand. $ 3896. Rescission of contract-Right to rescind in general. $ 3897. – Limitations on the right to rescind. 8 3898. Remedies for breach of the contract-In general. $ 3899. — Specific performance-General principles.

$ 3900. $ 3901.

Right as affected by nature, validity and purpose of contract.
Necessity for mutuality of remedy.

XXVI. PLEDGES, MORTGAGES AND LEASES OF STOCK

$ 3902. Shares of stock may be pledged. $ 3903. Nature, essentials and validity of contract of pledge generally. $ 3904. Pledges, mortgages and sales distinguished. $ 3905. Necessity for and sufficiency of delivery and possession. $ 3906. Effect of parting with possession. $ 3907. Necessity for registration. $ 3908. Scope of lien. $ 3909. Effect of pledge on title and rights of pledgor. $ 3910. Title and rights of pledgee-In general. $ 3911. - Right to transfer of stock on corporate books. $ 3912. — Right to use pledged stock. $ 3913. - Negligence or misconduct in use or care of stock. § 3914. – Right to incur expense to protect lien. $ 3915. -— Right to sue to preserve security or for damages. § 3916. – Right to purchase ‘at sale under paramount lien. $ 3917. — Effect of death of pledgor. $ 3918. – Title or lien of pledgee as against third persons—In general. $ 3919. Marshaling securities. $ 3920. Relative rights of pledgor and pledgee as stockholders. $ 3921. Liability of pledgee as stockholder. § 3922. Rights and remedies on default-In general. § 3923. - Pledgee not bound to foreclose. $ 3924. - Forfeiture. $ 3925. - Sale of stock-Right to sell. § 3926. Demand and notice. $ 3927. Manner of sale in general. 8 3928. · Time and place of sale; public and private sales. $ 3929. Sale in separate lots or in gross. $ 3930. · Right of pledgee to purchase. $ 3931. - Foreclosure in equity. $ 3932. - Effect of death or insolvency of pledgor. $ 3933. - Statute of limitations. $ 3934. - Effect of sale or foreclosure; surplus or deficiency. $ 3935. Right to sue on debt without foreclosure. $ 3936. - Redemption-Right to redeem. $ 3937. Suit in equity to redeem. $ 3938. Waiver of right to redeem. $ 3939. Statute of limitations; laches. $ 3940. - Effect of bankruptcy of pledgee. $ 3941. – Identification of pledged stock. $ 3942. - Subrogation. $ 3943. Remedies of pledgor for conversion or breach of contract. $ 3944. Mortgage of shares of stock. $ 3945. Leases of stock.