CORPORATIONS

INCLUDING

THE ORGANIZATION and MANAGEMENT OF
PRIVATE CORPORATIONS

WITH

FINANCIAL PRINCIPLES and PRACTICES

AND SUMMARIES OF DECISIONS OF THE COURTS ELUCIDATING THE LAW OF
PRIVATE BUSINESS CORPORATIONS, AND EXPLANATIONS OF THE

ACTS OF PROMOTERS, DIRECTORS, OFFICERS AND
STOCKHOLDERS OF CORPORATIONS

BY WILLIAM ALLEN WOOD, M. S., LL. B.
Of the Indianapolis Bar

FORMS OF PROCEDURE ILLUSTRATIVE OF THE FORMATION, ORGANIZATION,
OPERATION AND CONSOLIDATION OF CORPORATIONS

Written or selected

BY LOUIS B. EWBANK, LL. B.
Of the Indianapolis Bar

LABRA

C. THE

NIVERSITY

INDIANAPOLIS

THE BOBBS-MERRILL COMPANY

PUBLISHERS

BY THE BOBBS-MERRILL COMPANY

PREFACE.

The object in preparing this book has been to combine the essentials of the substantive law of corporations with the procedure in the organization and management of corporations so that the officer, director or stockholder of corporations, and also the lawyer for corporations, may have a ready reference manual by which to gauge his actions. Much of the litigation in corporation lines arises out of the ignorance or ignoring on the part of these persons of the essentials herein contained; also many of the failures of corporations arise from deflections from the principles of management and finance which are here introduced. The yearly economic waste from these sources is enormous. The principles of capitalization and finance have been given lengthy treatment because lawyers are rarely ever familiar with them and because these principles are not contained in any other book on this subject. The corporation lawyer of to-day should understand particularly well the principles of capitalization since, in most of the instances where he is called upon to incorporate companies, his advice is asked on this matter. It should be remembered that honesty and conformity to law in the organization and administration of corporations is the best policy even from the most selfish standpoint. The spirit of the following extract from the last report of the National Biscuit Company is commended to the officers and directors of corporations. After explaining that corporations are inevitable and desirable, and that our whole commercial character depends on the management of them, the writer of the report says: "Every officer of a corporation should endeavor so to manage its affairs that it shall commend itself to the people of the country so that the attitude of the people towards corporations shall be not hostile, but friendly. To accomplish this, the vital point, it seems