PREFACE TO THE SECOND EDITION. THE material changes made in the Business Corporation Acts by the legislatures of the several States during the winter of 1905 have rendered necessary a complete revision of "Part II" of the present work. In bringing this revision up to January 1, 1906, there have been added some five hundred additional cases, making the total number of cases digested some twenty-three hundred in number. At the same time the forms for drawing charters under the laws of the several States and Territories have been thoroughly revised, and a number of new and valuable forms have been added to "Part III" of the present work. With the co-operation of State officials and corporation counsel in every State and Territory, it is believed that all material errors in the digests of the business corporation acts have been eliminated. Much additional space has been devoted in "Part II" to the amendment of charters, the subject matter of preferred stock, and the transaction of business by foreign corporations. THOMAS GOLD FROST. NEW YORK, February 1, 1906. PREFACE THE present work might with no inconsiderable degree of fitness have been entitled "A Treatise on Comparative Incorporation Law in the Several Commonwealths of the United States." Such a work if properly prepared should not fail to interest the active practitioner as well as the public at large. One of the greatest difficulties met with in the preparation of the volume here presented, has been to successfully condense the subject matter thereof without eliminating any matters of real importance. If, in place of the customary copious references so freely offered in support of principles of corporation law universally considered to be sound, the reader finds only a single citation, he may rest assured that careful investigation has satisfied the author that it represents the prevailing doctrine relative to the particular proposition in support of which it has been cited. This method, it is believed, will meet with favor at the hands of the profession for the following reasons: The vast majority of the decisions of the courts of this country rendered prior to 1870, in so far as they relate to questions of corporation law, are for the most part a veritable legal "junkshop" representing either what is now "horn-book law," or else overruled cases. Many of these contain enunciation of principles of corporation law the soundness of which no one in these days. would venture to dispute, or else they represent propositions of law which are no longer regarded as sound. The corporation law of to-day, by engrafting into its subject matter accepted principles of agency and estoppel, has assumed a form which the corporation lawyer of fifty years ago would find great difficulty in recognizing. In the preparation of this work utility and accuracy have been kept constantly in mind. The writer has made free use of certain exceptional facilities that have been open to him through his professional connections, including access to a large number of forms as well as a great deal of correspondence with state officials in the various commonwealths. The forms for drawing charters in the various states, while prepared by the author, have also been approved in every instance by competent attorneys who reside in the state under the laws of which the draft of the charter was made. All of this has been, it is hoped, to the advantage of the profession and the public at large. 76 WILLIAM STREET, NEW YORK CITY, N. Y. December 1, 1904. THOMAS GOLD FROST |