Abatement and Revival

ABATEMENT AND REVIVAL/
Actions/
forfeiture for noncompliance of regulations/
name of proper party/
service of process/
statutory requirements/
Antitrust laws, proceedings/
Appeals/
Cause of action/
Common law, pending causes of action/
Common-law liability of officers or directors, actions to enforce/
Consolidation of corporations/
Death of corporate officer or agent/
Dissolution of corporation/
Foreclosure of mortgages/
death of trustee/
Insolvency of corporation/
Lack of capacity to maintain action conditions precedent to maintaining action/
failure to notify secretary of state of corporate name change/
failure to pay taxes/
Pending actions/
Receivership, effect/
Reorganization/
Statutory liability of officers or directors, actions to enforce/
ABBREVIATIONS/
Contracts/
Corporate name/
ABSENCES/
Corporation, absence or departure from state/
Domestic corporation, absence from state/
Service of process on agent, effect/
Tolling statute of limitations/
ABUSIVE LANGUAGE/
See Torts/
ACCELERATION CLAUSES/
Foreclosure of mortgages, construction and operation/
default in payment triggering clause/
defenses/
extensions of time for payment/
provisions/
undue declaration of acceleration/
waiver of rights/
ACCEPTANCE/
See also Amendment or Repeal of Articles of Incorporation; Subscriptions to Stock State
constitution, foreign corporation/
ACCOMMODATION PAPER/
Assumption of partnership’s obligation, , /
Bylaws, effect of/
Consent of shareholders, effect of/
Enforcement/
Power of corporations to execute/
Ratification by shareholders, effect of/
ACCOMMODATION STOCKHOLDERS/
Statutory liability to creditors/
ACCOUNTANTS/
See also Bookkeepers Accountant-client privilege/
Employment, president of corporation/
Inspection of corporate books and records/
Officers, authority or power to employ/
Presidents’ power to employ/
ACCOUNTING FOR PROFITS/
See Directors; Officers and Agents/
ACCOUNTS AND ACCOUNTING/
See also Customer Lists or Accounts Agents’ duties/
Assignee for benefit of creditors, duty/
Benefit received under ultra vires contract/
Bondholders, accounting/
Confidentiality/
Directors’ duties/
Disclosure or use of accounts, parties/
Employees’ duties/
Equitable actions by or against corporations/
Fiduciary duties/
Foreclosure of mortgages, trustee’s duty to account/
Foreign corporations, actions by shareholders/
Injunctive protection/
Laches, evidence of effort to find corporate books/
Objection to receiver’s account, time for making/
Officers, duties/
Receivers accounts, /
Remedial protection/
Shareholders’ derivative action/
Use or disclosure of accounts, parties/
ACCOUNTS RECEIVABLE/
Bulk transfers under UCC/
ACCRUAL OF CAUSE OF ACTION/
See Actions/
ACCUMULATED EARNINGS TAX /
Generally/
Accumulated earnings credit/
Dividends-paid deduction/
Prohibited intent/
ACKNOWLEDGMENTS/
See also Execution of Corporate Instruments; Verification Articles or certificate of incorporation/
Contents/
Corporate seal/
Defects/
Definition/
Disqualification for interest/
Effect of disqualification/
Execution of corporate instruments/
attorneys/
curing defects/
disqualification for interest/
necessity/
notary/
officers and agents/
person to acknowledge/
place/
shareholders/
statutory provisions/
Incorporation papers/
Mode of taking/
Origin of disqualification/
Subscription contracts/
Uniform Acknowledgment Act/
Uniform Law on Notarial Acts/
mode of taking/
Uniform Recognition of/
Acknowledgments Act/
ACQUIESCENCE/
Amendment or repeal of articles of incorporation, ratification/
Contracts violating bylaws, ratification/
Dissolution of corporations, effect of acquiescence/
Incorporation of partnerships and associations/
Meetings of shareholders/
irregularities of time or place of holding/
lack of proper notice, acquiescence to actions taken/
Shareholders/
binding on corporation/
proxies/
Underwriting agreements, alterations of written agreement/
ACTIONS/
See also Appeals; Appearances; Arbitration; Attachment; Attorneys’ Fees; Blue Sky Laws; Bonds,
Debentures; Dissolution of Corporations; Executions; Evidence; Garnishment; Injunctions;
Limitation of Actions; Pledges; Increase of Capital Stock; Preemptive Rights; Receivers;
Subscriptions to Stock; Trials; Ultra Vires Abatement and revival/
Accommodation paper, enforcement/
Accountant-client privilege/
waiver/
Accrual of cause of action/
Actions against corporations defendants/
directors, conflict of interest/
directors’ powers/
foreign corporations, compliance with statutory requirements/
officers, conflict of interest/
officers, powers/
plaintiffs/
president of corporation, powers/
shareholders’ direct actions/
Actions by corporations directors or officers/
foreign corporations, compliance with statutory requirements/
officers, powers/
manager of corporation/
president of corporation/
right to sue on shareholder’s individual cause of action/
writ of mandamus/
Admiralty/
Admissions/
Appearances/
agents for corporation/
attorneys for corporation/
corporations/
default, corporation not/
represented by attorney/
directors for corporation/
effect/
general appearances/
jurisdictional objections as purpose/
necessity/
officers for corporation/
removal to federal court/
representation by counsel/
small claims proceedings/
special appearances/
Arguments before jury/
Arrest on original process/
Assessments on full-paid stock, recovery action/
Assignability of actions against officers or directors/
Assumpsit, actions against directors or officers/
Attorney-client privilege/
waiver/
Attorneys, requirement in shareholders’ derivative actions/
Attorneys’ fees/
Bank directors or officers, actions against/
appointment of bank commissioner, effect/
assignability of cause of action/
evidence/
joinder of causes of action/
limitation of actions/
misjoinder of causes of action/
presumptions/
reference to auditor or referee/
request or demand on bank officers, necessity/
statute of limitations/
Bankruptcy/
Banks, cashier’s powers/
Bondholders/
Bond subscriptions, enforcement/
Business trusts/
class actions/
derivative suits/
Bylaws affecting bringing of actions/
Causes removable/
Certificates of stock/
issuance, actions to compel/
loss or destruction, actions to compel reissuance/
Change of venue choice of law/
discretionary change, appeal from order of change/
federal courts/
procedure/
Civil rights/
Civil rights and commercial speech/
Collateral estoppel, directors and officers/
Commencement/
Complaints/
Conditions precedent/
actions against officers and directors/
demand/
filing incorporation papers in county/
filing of report by corporation/
license fees and taxes, payment of/
notice of claim/
right to sue/
Confession of judgment/
Consolidation/
Consolidation of corporations, pending actions/
Constitutional rights, assertion by corporation/
Continuances/
Contracts/
contracts in name of party other than corporation/
ratification/
Control/
attorneys/
default, waiver of objections/
directors’/
institution of suit/
management of litigation/
method/
officers’/
Conversion/
Conversion of stock, transferee’s right/
Convertible bonds, enforcement of agreement/
Corporations/
actions between corporation and its members/
actions by corporation against corporation/
actions by or against, effect of lack of officers/
assignment for benefit of creditors/
capacity to sue and be sued/
charitable corporations/
civil rights/
competitive disparagement/
Confederate States, actions by or against corporation created by/
contracts in name of other party/
defendants/
due process/
ejectment/
limitations of actions/
name of corporation, change of/
nonprofit corporations/
parent and subsidiary corporations/
person’’ as including corporation/
plaintiffs/
powers/
power to assist prosecution or defense/
power to sue/
limitations/
unincorporated operating division/
protecting and securing/
constitutional rights/
remedies, statutory provisions/
replevin/
right to assist in litigation/
right to defend/
right to prosecute/
shareholders alien enemies/
shareholders as distinct parties/
shareholders’ rights distinguished/
standing to sue, /
constitutional provisions/
individual shareholders/
limitations/
writ of mandamus/
surrender of franchise/
Trademark Revision Act/
unincorporated operating division/
venue/
place of commencement of actions/
statutes applying to specific corporations/
writ of mandamus, standing to seek/
Costs/
Counterclaims/
Creditors/
actions against directors or officers/
conversion of assets/
distribution of assets to shareholders/
diversion of assets/
equity jurisdiction/
false statements or representations/
fraud/
misappropriation of assets/
mismanagement/
preferences of creditors/
receiver as representative, /
subsequent creditors/
ultra vires acts/
equity jurisdiction, mismanagement by directors or officers/
receiver as representative, suits against directors or officers/
Cross-claims/
Dead corporation, action on behalf/
Death by wrongful act/
Death of adverse party, -/
De facto corporations/
crimes against de facto corporations/
criminal liability/
officers/
property rights/
removal of causes/
state, actions by and against/
De facto officers, actions by/
Default judgments/
corporation appearing pro se/
pro se defendant/
Defense of foreign corporations/
Defenses/
attorneys, powers/
corporations/
officers, powers, objections to authority/
Directors, actions against/
creditors/
parties/
pleadings/
shareholders/
Directors, actions by interlocking directorates/
Directors’ actions against corporation, conflict of interest/
Directors’ control of derivative suits, /
Discontinuance, voluntary/
Discovery, inspection, depositions, etc/
discovery of electronically stored information/
Dismissal/
intervention by shareholders/
misjoinder of parties/
abatement, pending actions/
abatement and revival/
administrative dissolution of corporation/
creditors’ suit for winding up/
statutory trustees’ entitlement to maintain actions/
survival statutes/
winding up/
Diversity of citizenship jurisdiction/
Dividends, actions to compel declaration and payment/
Election of remedies/
Employee Retirement Income Security Act/
Evidence/
admissibility/
Examinations before trial/
False arrest actions/
Federal courts/
diversity of citizenship/
federal question jurisdiction/
jurisdiction/
parties, -/
remand of causes/
removal of causes/
Federal Rules of Civil Procedure/
Fidelity bonds/
defenses/
evidence/
pleadings/
Foreign corporations, , /
receivers, actions by and against/
Foreign states, actions against officers or directors/
conflicts of law/
judgments, enforcement/
Forum non conveniens/
diversity of citizenship cases/
factors considered/
Fraud/
actions/
presumptions/
Frivolous, sanctions/
Governmental agencies, actions against, -/
Government owned or controlled corporations, actions against/
Implied contracts, actions/
Insolvency/
Institution of process, /
Interpleader/
Interstate commerce issues, /
Intervention/
Joinder of causes of action against officers and directors/
Joinder of parties/
Judgment on the pleadings/
Jurisdiction/
admiralty/
corporations engaged in interstate commerce/
removal of causes/
subject matter/
venue distinguished/
Libel and slander/
corporate cause of action/
Limitation of actions/
Lis pendens/
Local/
Malicious prosecution, actions/
Manager of corporation, powers/
Mandamus, writ of/
Members, remedies against corporation/
Merger and consolidation/
Merger of corporations, pending actions/
Misjoinder of causes of action, /
Motions/
Name of corporation/
Name of proper party/
Negligence/
Negotiable paper, actions/
Nuisance, actions/
Officers, actions against/
creditors/
parties/
pleadings, -/
shareholders/
Officers, powers/
bank cashiers/
Officers, remedies against corporation/
Officers’ actions against corporation conflict of interest/
Officers’ bonds defenses/
evidence/
pleadings/
Officer’s liability, accounting for profits/
Oral examinations/
Order of proof/
Ouster proceedings against foreign corporation/
Parent and subsidiary corporations, citizenship/
Parties/
Party, corporation as/
Penalties venue/
Pendency of actions, shareholders’ derivative actions/
Person, as including corporation/
Person, corporation as/
Personal injuries, actions/
Pleadings/
amended and supplemental pleadings/
common law deceit/
corporate disclosure statement/
counterclaims/
cross-claims/
Preferred dividends, actions to recover/
President of corporation, powers actions by and against corporations/
confession of judgment/
deadlock of directors/
power to institute suit/
Privileged communications/
waiver/
Probate proceedings/
Process/
Prohibition, writ of/
Promoters’ fraud/
Proof of corporate existence/
Property damage, actions/
Questions of law and fact/
Ratification/
acts or transactions/
institution of suit/
Receivers/
actions against directors or officers, /
actions by and against corporation/
actions or proceedings maintainable/
appeals/
appointment/
application/
bringing or defending action/
conserving company assets/
independent action against debtor corporation/
claims in receivership proceedings/
collection of assets/
distributions to shareholders/
shareholder derivative suit/
suits to recover assets wrongfully diverted/
conditions precedent to action/
corporate officers/
creditors as represented by receiver/
damages recoverable for breach of condition/
directors, preferences of creditors/
enforcement of rejected claims/
extension of receivership to property of company/
federal receiver in state court/
Receivers/
foreign corporations, -/
independent action to set aside discharge/
jurisdiction/
liability, enforcement/
litigation, power/
maintaining action against corporation during receivership/
mortgages not complying with statute, right to attack/
name in which brought, statutory provisions/
officers’ liability, enforcement, /
pending actions, effect of receivership/
pleadings/
right of action by or against corporation/
right to possession of company’s property/
setting aside fraudulent conveyances and preferences/
state receiver in federal court/
vacation of judgments/
Recovery of loan, defenses/
Refusal to transfer stock/
Removal of causes/
grounds for removal/
federal officers or agencies/
procedure/
Return of service of process/
Sanctions/
discovery/
frivolous actions/
Self-incrimination privilege/
Service of papers, distinguished from process/
Service of process, /
agent in charge/
attorneys/
constructive service/
notice, method used for service of process/
notice to defendant and/
opportunity to be heard/
persons who may or must be served/
place of service/
publication/
return of service/
service on domestic corporations/
service on secretary of state/
substituted service/
summons and process/
Setoffs/
Setting aside of judgments/
Shareholders, corporation’s rights distinguished/
Standing to sue, /
corporations/
corporate existence as prerequisite/
Statutory regulations, effect of/
Stays of proceedings, shareholders’ derivative actions/
Stock certificates, actions to compel issuance/
Stockholders, remedies against corporation/
Stock recovery or transfer, statute of limitations/
Subsidiary against parent corporation/
Summary judgment/
Summons and process/
foreign corporations/
institution/
institution of action/
misnomer, effect/
mode of service/
order to show cause/
persons who may or must be served with process/
return of service/
service of process/
Survival statutes/
Suspension/
Transitory actions, jurisdiction/
Trials/
Trust suits/
Unincorporated associations/
Unlawful dividends/
Unregistered transfer of stock, suit by transferee/
Vacation of judgments/
Venue/
actions by state/
actions in counties other than corporate domicile/
agency, office within jurisdiction/
branch office/
breach of contract/
change of venue/
choice of, statutes conferring/
construction of statutes/
contract rights/
copyrights/
corporations/
impleaded/
statutes/
county in which corporation owns property/
county where branch, office or agency located/
determinative factors/
factors/
federal courts/
forum selection clauses/
improper joinder of parties/
improper venue/
Interstate Commerce Commission/
joinder of parties, multiple defendants/
local/
patents/
place of business of corporation/
plaintiff’s residence/
time cause of action arises/
presence of agents as laying venue/
principal office of corporation/
registered office of corporation/
statutes/
torts/
transitory/
Voluntary discontinuance/
Winding up of corporation actions by and against trustees/
actions by shareholders on behalf of corporation/
Work product rule/
Writ of mandamus, standing to seek/
Written interrogatories/
Wrongful foreclosure of mortgages/
ADJOURNMENT/
See Meetings of Directors; Meetings of Shareholders/
ADMINISTRATION OF ESTATE/
See Administrator; Executors/
ADMINISTRATIVE DISSOLUTION/
Appeal from denial of reinstatement/
Franchise taxes, failure to pay/
Grounds/
Procedure/
Reinstatement following/
Reports, failure to make/
ADMINISTRATORS/
See also Transfer of Stock Conversion of stock/
Corporation’s power to act/
Dividends of deceased shareholders, setoff against debts/
Foreign administrators, voting at corporate meetings and elections/
Foreign corporations power to act/
Letters appointing, proof of right to vote stock/
Misappropriation of stock/
Proxies, power to give/
Stock voting rights/
Voting at corporate meetings and elections/
exclusion/
ADMIRALTY/
Disregarding corporate entity/
Federal court jurisdiction/
Piercing the corporate veil/
ADMISSIONS AND DECLARATIONS/
See also Subscriptions to Stock Agents, admissibility/
attorneys/
authority to make, , , /
employees/
fraudulent acts or representations/
illegal acts/
implied authority or power/
liability/
malicious prosecution/
negligence/
power to make, ,/
title to property/
Attorneys/
Bank cashiers/
Books and records of corporation, admissibility/
ADMISSIONS AND/
Corporate existence/
estoppel to deny, raised by admission/
proof/
proven by corporate existence/
Corporations/
admissibility in evidence/
shareholders as bound/
Demurrers/
Directors/
Employees/
Employment/
Foreclosure of mortgages, admissions against interest pleadings/
Freight agents/
General manager of corporation/
Manager of corporation/
Members of corporation/
Officers/
attorneys/
authority to make, , , /
death of officer/
employment/
fraudulent acts or representations/
illegal acts/
implied authority or power/
liability/
negligence/
power to make, ,/
president/
secretary/
shareholders as bound by statements/
title to property/
treasurer/
vice-president/
President of corporation/
Promoters/
Requests for admissions answers, verification/
ADMISSIONS AND/
Sales representatives/
Secretary of corporation/
Shareholders/
corporation as bound/
officer’s statements as binding against shareholders/
Subordinate officers/
Superintendent of corporation/
Treasurer of corporation/
Vice-president of corporation/
ADVANCES/
Managers, powers of/
ADVERSE INTEREST/
See Conflicts of Interest; Directors; Notice to Officers or Agents; Officers and Agents/
ADVERSE POSSESSION/
Corporation as person/
Person, as including corporation/
Railroad corporations/
Real property acquisition/
Religious corporations/
ADVERSE TITLE/
See Conflicts of Interest; Directors; Officers and Agents; Shareholders/
ADVERTISEMENTS AND ADVERTISING/
Bait-and-switch advertisements, liability/
Corporate powers/
Directors, powers/
Doing business by foreign corporation/
False or misleading, liability/
Soliciting as doing business in state/
Treasurer of corporation, powers/
AFFIDAVITS/
See also Answer; Execution of Corporate Instruments Admissibility in evidence/
Articles or certificate of incorporation/
Attachment proceedings, , /
Defect in process, foreign corporation/
Estoppel to deny corporate existence/
Execution of corporate documents/
Ex parte, admissibility in evidence/
Form/
Good faith/
Identification of affiant/
Information and belief, affidavit on/
Officers, /
Service of process on foreign corporation/
Sufficiency/
attachment and garnishment proceedings/
Summons and process, oath for publication/
AFFILIATED CORPORATIONS/
See also Parent and Subsidiary Corporations Alter ego doctrine/
Antitrust violations/
Arbitration, enforcement/
Collective bargaining agreements/
Disregarding corporate entities alter ego doctrine/
antitrust violations/
arbitration, enforcement/
collective bargaining agreements/
instrumentality rule/
labor relations and standards/
monopolies and trusts/
unemployment compensation/
workers’ compensation/
Distinctness/
subsidiary and affiliated corporations/
Instrumentality rule/
Monopolies and trusts/
Piercing the corporate veil alter ego doctrine/
unemployment compensation/
Service of process/
Stock ownership as doing business in state/
Tort liability/
Unemployment compensation/
Workers’ compensation/
AFTER-ACQUIRED PROPERTY/
See also Mortgages and Deeds of Trust/
Consolidation/
Merger/
Mortgages and deeds of trust appliances, inclusion of/
appurtenances, inclusion of/
description, sufficiency of/
personal property, inclusion of/
property covered by mortgage/
after-acquired franchises/
book accounts, inclusion of/
construction of mortgage/
contracts, inclusion of/
general description/
successor in interest, property acquired by/
public service corporations/
railroads/
real property, inclusion of/
Priorities, mortgages and deeds of trust, -/
AGE AND AGE DISCRIMINATION/
See Civil Rights/
AGENCY/
See also Notice to Officers or Agents;/
Pleadings Agents/
Complaints/
Contracts/
disclosure/
Directors/
disclosure/
Disclosure/
burden of proof/
contracts of corporation, /
Execution of corporate instruments, rules of agency/
Officers, /
disclosure/
Promoters/
copromoters/
corporation/
Proof/
Ratification of acts/
Restatement of Agency, scope of employment defined/
Service of process/
agent for successor/
agents in control of defendants’ property/
cessation of relationship/
creation by permitting acceptance of service/
employee/
novation of principals/
rules of agency, delegation of authority/
spouse or family member/
Undisclosed principal/
Venue/
AGENTS/
See also Agency; Freight Agents; Managers; Officers and Agents; Purchasing Agents; Sales
Representatives; Shareholders’ Constitutional, Statutory or Charter Liability to Creditors; Soliciting
Agents Accommodation party/
Accounts, duties/
Acting for two corporations/
Action on bond/
Adverse interests or title/
corporate opportunity doctrine/
exceptions/
good faith/
insolvency of corporation/
ratification/
rejection of opportunity by corporation/
knowledge or notice imputed to corporation/
illustrative conflicts of interest/
joint interests distinguished/
presumptions/
Agency relationship, disclosure/
Apparent powers or authority, /
abuse/
acts within knowledge of corporation/
actual powers or authority distinguished/
elements/
estoppel to deny/
evidence/
general rules/
instructions or limitations/
knowledge of authority to act, /
proof/
reliance on powers or authority/
representations of agent/
statutory definition/
Appointment/
de facto officers, powers/
Appraisal rights/
Assumption of debts/
Attorneys/
Authority/
abuse/
accommodation party/
admissions and declarations, , , /
agency principles, applicability/
apparent/
assumption of debts/
borrowing money/
burden of proof/
bylaws as notice/
classification/
commercial paper/
execution/
validity and binding effect/
compromise of claims/
contracts of corporation/
corporate seal as evidence/
creditor, standing to question lack of authority/
custom or usage/
delegation/
emergency/
employment and employment contracts/
medical personnel/
estoppel of corporation/
estoppel to deny, /
evidence/
execution of corporate instruments/
express/
guaranty contracts/
implied/
implied or incidental/
kinds/
knowledge of authority to act corporation/
third parties dealing with agent/
lack of authority, -/
leases/
manner of conferring/
medical personnel, employment, /
negotiable instruments accommodation party/
execution/
notice/
actual/
bylaws/
constructive/
extrinsic facts/
oral authorizations/
past events, admissions and declarations as to/
personal use of corporate assets/
physicians, employment/
presumptions/
promissory notes/
execution/
proof, /
purchases of corporate property/
question of law or fact/
receiver, standing to question lack of authority/
reliance on authority/
sales of corporate property, /
seal of corporation as evidence/
secret instructions and limitations/
settlement of claims/
standing to challenge, -/
statute of frauds, application to particular authorization/
surgeons, employment/
termination/
third persons, standing to question lack of authority/
ultra vires transactions/
usage or custom/
witness stand, admissions and declarations on/
written authorizations/
Bank cashiers, implied authority/
Banks and banking corporations, knowledge imputed/
Borrowing money, authority/
Burden of proof, powers or authority/
Bylaws/
Checks, payment of personal debts/
Commercial paper/
execution/
indorsement/
Compromise of claims/
Confidential or inside information, disclosure or use/
Conflicts of interest/
acting for two corporations/
Conspiracy with corporation/
Contracts of corporation/
agency relationship, disclosure/
authority to enter/
employment/
guaranty agreements/
knowledge imputed to corporation/
liability/
authority to do business, effect/
disclosed principal/
express agreements/
forfeited corporation/
nonexistent corporation/
undisclosed principal/
notice imputed to corporation/
power, manner of conferring/
power to enter/
shareholder liability/
written authorization/
Contracts with majority shareholder/
Conversion of corporate opportunities/
Corporate entity as distinct/
torts/
Corporate opportunity doctrine/
exceptions/
good faith exception/
limitations and exceptions/
ratification by shareholders/
ratification of appropriation/
Corporation acting as agent for another/
doing business in state requiring qualification/
Criminal liability, foreign/
corporation’s noncompliance with statutory requirements/
Customer lists/
Debts of corporation assumption/
guaranty/
liability/
express agreements/
Delegation of authority/
Directors/
Disclosure of corporate opportunities/
Distinguished from corporate entity/
Doing business, appointment or presence of agents in state/
Duties/
accounts/
confidential information/
director’s duties distinguished/
Emergency powers or authority/
Employment and employment contracts/
authority or power/
medical personnel/
directors/
officers/
vice-president of corporation/
Estoppel, agency by/
Estoppel, authority or powers, denial/
Evidence, powers or authority/
seal of corporation/
Execution of corporate instruments accommodation party/
manner of conferring authority/
statute of frauds, applicability to authorization/
Express powers or authority/
False statements or representations, purchases of stock/
Fiduciary relationship accounts/
trade secrets/
Foreign corporations/
doing business in state/
noncompliance of with state/
regulations, liability of agent/
penalties for transacting business in behalf of unqualified corporation/
power to act/
service of process/
tax on agents/
Forgery of stock certificates/
Fraternal associations/
Fraud, purchases of stock/
Fraud in procuring presence in state for service of process/
Freight agents/
admissions and declarations/
Guaranty agreements/
Guaranty contracts/
Implied authority or powers, admissions and declarations/
Implied powers or authority/
Individual acts/
Individual directors acting on behalf of corporation/
Indorsement of corporate instruments/
Insurance companies, knowledge or notice imputed, /
Issuance of stock, certificates blank, certificates signed in/
forgery/
Knowledge of authority to act corporation/
Leases/
Liability/
circumstantial evidence/
constructive knowledge of fraudulent acts/
debts of corporation/
guaranty contracts/
joint liability for torts/
torts, -/
Majority shareholder-agents, contracts/
Management of corporation/
Medical personnel, employment, /
Membership corporations, knowledge imputed/
Misappropriation of assets, corporate opportunities/
Necessity/
Negotiable instruments/
execution/
indorsement/
Notice of powers or authority/
actual/
bylaws/
constructive/
extrinsic facts/
Officers/
distinguished/
power to employ vice-president of corporation/
Ostensible agency/
Payment for stock in services/
Personal use of corporate assets/
Physicians, employment/
Power of corporation to act/
Powers/
abuse/
apparent/
borrowing money/
burden of proof/
bylaws as notice/
classification/
commercial paper, -/
creditor, standing to question lack of authority/
custom or usage/
delegation/
emergency/
medical personnel/
estoppel to deny, /
evidence/
express/
guaranty contracts/
implied/
kinds/
leases/
medical personnel, employment, /
negotiable instruments, -/
notice/
actual/
bylaws/
constructive/
extrinsic facts/
personal use of corporate assets/
presumptions/
promissory notes, -/
proof/
ratification/
receiver, standing to question lack of authority/
reliance on powers/
standing to challenge, -/
termination/
third persons, standing to question lack of authority/
usage or custom/
Presumptions, powers or authority/
Promissory notes, -/
Proxy holders/
Purchases of corporate property/
Purchases of stock brokers/
fraud/
Purchasing agents, knowledge imputed to corporation/
Railroad lessors, lessee or tenant as agent for lessor/
Railroads and railroad companies, notice or knowledge imputed to company/
Reports/
Representative acts/
Residence or presence in foreign state as doing business/
Resident agent, acts as doing business by foreign corporation, /
Sales of corporate property real property/
Sales of stock brokers/
fraud/
activities as doing business within state/
Savings and loan associations/
knowledge or notice imputed to association/
Self-dealing, bank cashiers/
Service of process/
actions by or against corporation/
attorney, service upon/
authority to receive/
existence and proof of agency/
designation or appointment/
state officials as agents/
local rules of court/
method/
Services as consideration for stock/
Settlement of claims/
Shareholder-agents, majority shareholders/
Shareholders/
Signature on certificates of stock/
Soliciting agents/
Stock/
certificates of stock/
blank, certificates signed in/
forgery/
signature of agent/
fraud in purchase or sale, /
services as consideration for stock/
Subordinate/
authority and powers/
Subscriptions to stock, -/
amount required for incorporation or transacting business/
authority to contract/
delivery of subscriptions/
payments/
personal liability/
ratification/
Tort liability, corporate acts/
Torts, -/
general rules/
joint liability/
Trade associations, antitrust laws, activities/
Trade secrets, duties/
Transfer of stocks wrongfully, /
Ultra vires acts/
Underwriters/
Underwriting agreements/
Undisclosed agency shareholders/
Vice-president of corporation, power to employ/
AGGREGATE CORPORATIONS/
Definition/
History/
Sole corporations distinguished/
AGREEMENTS/
Incorporation of corporation/
Shareholders’ liability for corporate debts, -/
Subscriptions to stock, nature and form/
AGRICULTURAL ASSOCIATIONS AND CORPORATIONS Foreign/
Model Nonprofit Corporation Act/
Negotiable instruments, powers/
Nonprofit corporation/
Powers/
Purposes/
AGRICULTURAL MARKETING ACT/
Sherman Act/
AIDERS AND ABETTORS/
See Torts/
Definition/
AIR CARRIERS/
Negligence, liability/
ALABAMA/
Business Corporation Act/
General assignment by debtor/
Preference of creditors/
Trust fund doctrine/
ALASKA/
Corporation Code/
Preference of bank creditors/
ALCOHOLIC BEVERAGES/
Removal of directors and officers, grounds for/
ALIENATION OF PROPERTY AND FRANCHISES/
Consent of shareholders, necessity/
Consideration, payment to shareholders/
Express power/
Implied power/
Public utility company/
Religious corporations, /
ALIEN CORPORATIONS/
See also Foreign Corporations Actions by, venue in federal courts/
Citizenship/
Foreign corporations distinguished/
Removal of causes jurisdiction/
prejudice or local influence/
Residence/
ALIENS/
Action against foreign corporations/
Seizure of stock/
Subscriptions to stock/
Trading with the Enemy Act, shareholders alien enemies/
ALTER EGO DOCTRINE/
See Piercing the Corporate Veil/
ALTERNATIVE DISPUTE RESOLUTION (ADR)/
See also Arbitration Arbitration/
In general/
Mandatory arbitration/
ALTERNATIVE DISPUTE/
Special litigation committee/
Summary jury trials/
AMALGAMATION/
See Mergers and Consolidations/
AMENDMENT OR REPEAL OF ARTICLES OF INCORPORATION/
Acceptance of amendment/
acquiescence/
consent of shareholders, /
implied acceptance, , /
meeting/
minority shareholders, rights and powers/
mode/
mode of acceptance/
necessity/
shareholders, necessity for unanimous vote or consent/
silence as acceptance/
Acquiescence/
Adoption of amendment, -/
Alteration defined/
Alteration of subscription contract/
Amendatory act as part of charter/
Amendment defined/
Amendments/
nonredeemable shares/
redemption rights changed/
shareholder approval lacking/
sinking fund requirements changed/
Applicability of reserved power/
Appraisal rights of dissenting shareholders/
Assessments on nonassessable shares/
Attacking amendment/
Burden imposed/
Certificates/
Change in nature of corporation/
Changes in purposes or objects of corporation/
charter contract or grant, /
colleges/
conditional power of repeal, , /
consolidated corporations, /
constitutional provisions, exercise of power/
reorganizations/
Charter, /
components of agreement/
contract/
fundamental amendments or modifications/
repeal/
Conditional power of repeal/
Conditions on power to amend or repeal/
Consent of shareholders coercive vote/
majority consent, -/
Consolidated corporations/
applicability of reserved power to/
Constitutional provisions, exercise of reserved power by/
Constitutional restrictions, -/
additional powers or privileges, amendment conferring/
general laws, reservation/
impairment of vested rights/
restrictions/
restrictions on state’s power/
special acts, reservation/
Constitutional restrictions, -/
state’s reserved power/
Construction/
reservation provisions/
Contents of articles of amendment/
contract in contravention, reserved power to amend/
contracts/
between corporation and its employees/
corporate reports, power to require/
creation of new prior preferred class/
creditors, changes to protect/
shareholders’ contracts, rights, and duties/
Contract/
Cumulative voting, authorization/
Dams, change as to construction/
De facto corporation created by amendment/
Directors/
changing number/
fiduciary duties, breach, liability limitations/
liability, limiting or eliminating/
power to amend/
Dissenting shareholders, appraisal rights/
Dissolution of corporations repeal/
Dividends, regulations/
educational corporations, changes in powers/
Due process/
Effect/
Effective date/
Eminent domain/
Equal protection/
Equitable relief as to/
deny validity of amendment/
extension of powers of corporation/
Exercise of reserved power to repeal/
Extent of power, /
alterations/
buildings, construction and maintenance of/
consent of shareholders/
continuing power of regulation and control/
conveniences, construction and maintenance of/
extent of power to repeal/
extent of reserved power to repeal/
nature of power/
fishways, change as to construction/
franchises for use of streets/
fraternal beneficiary associations/
general laws/
general reservation/
good faith exercise, , /
impairment of contract/
improvements, power to make/
increase or reduction of capital/
injustice, prohibition against doing/
insurance companies/
interest rate, power to regulate/
structures, construction and maintenance of/
vested rights, impairment/
voting groups/
Fairness to minority/
Fees/
filing and recording amendment/
Filing/
amendment, /
contents of articles of amendment/
effective date/
effect of failure to file/
estoppel/
mandamus to compel action by state officer/
reliance, effective date/
state officer, , /
third persons relying on corporate charter amendment/
First meeting of board, amendments before/
Fishways, change as to construction/
Foreign corporations fees for filing/
Fundamental amendments or/
modifications, /
Good faith/
Grant of special charter/
Impairment of obligation of contract, /
acts constituting impairment/
charter as contract/
Congress, powers/
constitutional restrictions/
contract between corporation and shareholders/
contract between corporation and third persons/
eminent domain/
excluded franchises, impairment/
federal corporation, charters/
municipal corporations/
objections/
powers to contract/
public corporation/
public service corporations, charter/
public utilities, charter/
quasi-public corporation, charter/
rates, legislation affecting/
remedies, legislation affecting/
reservation of power/
specific impairments/
states, powers/
waiver of objections/
Injunction by minority shareholders/
Injustice, prohibition against doing/
Issuance of shares, amendments before/
Judicial proceedings/
Laches/
Legislative enactment, exercise of reserved power by, , /
Liberal construction of reservation provisions/
Locks, change as to construction/
Majority shareholders/
fundamental changes or modifications, , -/
nonfundamental changes or modifications/
power to amend/
Material changes, power to make/
members of corporation exercising/
nature of power/
operation of reservation, /
perfecting amendments/
preferred shares, authorized issuance/
private corporations/
Minority shareholders/
appraisal rights/
illegal amendment/
rights and powers/
Model Business Corporation Act/
creation of new prior preferred class of shares/
reclassification of shares/
specific amendments/
vested rights, destruction or impairment/
voting rights altered/
Model Business Corporation Act (), ,/
amendment or repeal of articles of incorporation/
board of directors/
extent of power/
liquidation preferences/
Mode of perfecting/
change in nature of corporation, power to make, -/
fundamental amendments or/
modifications, -/
Mode of reservation of power/
Modifications/
New charter/
Operation as amendment or repeal/
Operation of reservation provisions/
Organizational meeting, amendments before/
Powers/
amendment or repeal/
directors, /
Proceedings to make or perfect amendments/
Professional corporation conversion/
Public service commission, approval public service corporations, /
Quasi-public corporations/
Dartmouth College case/
railroad companies/
amendments of charters/
rates, changes/
reasonable exercise of power required, /
reduction of stock/
repeal of powers/
restrictions on power/
schools/
sleeping car companies/
Ratification/
Reasonableness/
Recording of amendment/
Relation back/
Reorganization/
amendment creating new corporation/
distinguished/
Repeal, effect/
Reservation of power by state/
additional powers or privileges, amendment conferring/
additions to purposes of corporation/
Restated articles of incorporation/
Restatement of amended articles professional corporations/
specific amendments, professional corporation conversion/
Restrictions on power to amend or repeal/
Shareholders/
approval/
approval lacking/
consent/
contracts, regulation/
majority’s power to amend, -/
Special acts/
corporate powers or privileges/
Special acts, exercise of reserved power by/
Special charter, grant of/
Specific amendments/
accrued cumulative dividends/
board of directors, amendment by/
corporate meetings, change in regulations/
cumulative voting, change of provisions/
elections, change in provisions/
nonredeemable shares/
preemptive rights/
reclassification of shares/
shareholders/
contracts, rights and duties, regulation/
liability, provisions/
state officer/
statutes/
procedure/
shareholder approval/
stock, regulations/
street railroad companies/
taxation, changes/
voting rights altered/
Standing to sue, third persons/
State fairs, exercise of reserved power by special acts/
Statutory scheme governing/
Subscriptions, amendments before acceptance of/
Subscriptions to stock, discharge of subscribers/
Surrender of privileges/
Takings of property/
Time of enactment of reserved/
power, corporations existing at/
Unanimous consent to amendment/
Unconditional reservation of power to repeal/
usury, regulation/
vested rights/
destruction or impairment, , ,/
Unconscionability/
Validity and effect/
Vested rights/
Voting rights/
dilution of voting power/
AMENDMENTS/
See also Amendment or Repeal of Articles of Incorporation Books and records, force and effect/
Bylaws/
directors, powers/
disobedience of bylaws/
express grant of power/
formal requisites/
limitations on powers/
mode/
new laws, proof of adoption/
parties with power/
powers/
procedure/
proof/
rights/
supermajority amendments/
Executions/
Incorporation defects/
Judgments/
Misnomer, estoppel of corporation to rely on filing statute/
Misnomers, cure/
Pleadings/
actions against foreign corporations/
attachment proceedings/
corporate existence/
directors, actions against/
garnishment proceedings/
mandamus proceedings/
misnomers/
nonexistence of corporation/
officers, actions against/
quo warranto/
shareholders’ derivative actions/
substitution/
another corporation/
corporation for officer/
new party/
officer for corporation/
partnership for corporation/
succession by new corporation/
Process/
acceptance/
Return of service of process, , /
Secondary franchises/
Service of process/
Shareholders’ derivative actions, pleadings/
Statutes/
imposing liability on officers or directors/
reports by officers/
Supermajority amendments/
AMERICAN LAW INSTITUTE/
AMOUNT IN CONTROVERSY/
Actions, removable/
Federal courts/
Foreclosure of mortgages, diversity of citizenship/
Receivers, appointment/
Removal of causes/
Shareholders’ actions in federal courts/
ANCILLARY RECEIVERS/
See Receivers/
ANIMALS/
See Torts/
ANNUAL STATEMENTS/
Vice-president of corporation, power of/
ANNUITIES/
Power of corporation/
ANOTHER ACTION PENDING/
Shareholders’ liability to creditors for unpaid subscriptions, defense/
Shareholders’ statutory liability, defense/
ANSWERS TO COMPLAINTS/
Actions by or against corporations affirmative defenses/
agents, lack of authority/
authority of officers or agents/
bylaws as defense/
capacity to sue or be sued/
conditions precedent, nonperformance/
contract, illegality as defense/
corporate existence, denial/
counterclaims/
cross-claims/
defenses/
denials/
illegality of contract/
information, denial/
judgment on the pleadings/
jurisdictional objections/
knowledge, denial/
lack of information or knowledge/
misnomer as defense/
nonjoinder of parties/
officers, lack of authority/
penalties/
sanctions/
signing of complaint/
time for pleading/
ultra vires/
venue, objections/
verification, -/
waiver of defenses/
Affirmative defenses/
actions by or against corporations/
time for pleading/
waiver/
Agents, lack of authority/
Authority of officers and agents/
Bylaws/
Capacity to sue or be sued/
Caption/
Chancery, answer in/
Contract as basis/
Counterclaims/
Cross-claims/
Default/
Defenses/
bylaws/
time for pleading/
waiver/
Demurrers/
Denial of corporate existence/
affidavit/
change of corporation/
consolidation of corporation/
defendant’s nonexistence/
dissolution of corporation/
effect on proof of existence/
general denials/
general issue, plea/
merger of corporation/
necessity/
nonexistence as plea in abatement or in bar/
nonexistence of defendant/
plea in abatement/
plea in bar/
plea of general issue/
proof of existence by plaintiff/
specific denials/
sufficiency of plea or denial/
suspension of corporation/
verification of plea/
Denials/
Denials without knowledge/
Federal courts, /
captions/
illegality as defense/
sanctions/
signing of answer/
time for pleading/
venue, objections/
verification/
waiver of defenses/
time/
Illegality of contract/
Information, denial/
Jurisdiction, lacking/
Knowledge, denial/
Lack of information or knowledge/
Mandamus proceedings/
Misjoinder of parties/
Misnomers/
Motions/
Necessity/
Nonjoinder of parties/
Officers, lack of authority/
Officers and agents, lacking authority/
Particular defenses or denials/
Penalties/
Requirement/
Sanctions/
Signing/
Statutory requirements/
Time for pleading/
Ultra vires/
Venue/
Verification, -/
Waiver of defenses/
ANTIDILUTION CLAUSES/
See Bonds, Debentures, Coupons and Certificates; Preferred Stock/
ANTITRUST/
Abatement/
Acquisition of stock in other company/
bidding agreements/
Clayton Act/
Act of state doctrine/
Advantage accruing by combination/
Affiliated corporations, corporate veil/
Agreements buyers/
to buy exclusively/
Agricultural Marketing Agreement Act/
Antitrust Civil Process Act/
corporate records/
Anti-Trust Improvement Act of /
Antitrust injury doctrine/
Antitrust Procedural Improvements Act of/
Arbitration of antitrust claims/
Attempts to monopolize/
relevant markets/
submarkets/
Attorneys’ fees/
Bank Merger Act/
Banks, mergers and acquisitions/
Baseball/
Bid rigging/
Blacklists/
Boycotts/
bottleneck theory/
intent theory/
per se violations/
rule of reason/
unilateral/
Brokerage payments, Robinson-Patman Act/
Business relations with others, agreements restricting/
Buyers’ agreements/
Capper-Volstead Act/
Cause of action/
Cease and desist orders/
Celler-Kefauver Act/
Charitable corporations/
Circumstantial evidence/
Class actions/
Clayton Act/
acquisitions of corporations/
anticompetitive analysis/
banking corporations/
Bank Merger Act/
bank mergers/
brokerage payments/
cease and desist orders/
complaint, averments necessary/
conglomerate mergers/
constitutionality/
cooperative marketing associations/
cost justification/
distributorship terminations/
exclusive dealing/
failing company doctrine/
Federal Trade Commission orders/
former judgment as res judicata/
functional discounts/
geographic market/
good faith, meeting competition/
holding companies/
injunctions, /
interlocking directorates/
intervention in proceedings, shareholders/
joint ventures/
judgments/
jurisdiction/
labor organizations/
line of commerce/
meeting competition/
mergers and acquisitions, , /
parties/
shareholders/
piercing the corporate veil/
pleadings/
premerger notification and waiting/
presumption of violation/
price discrimination/
product market/
purchasers/
reasonable interchangeability/
refusal to deal/
resales at same functional level/
Robinson-Patman amendment/
section/
of Act/
state antitrust laws/
statute of limitations, -/
treble damages, /
tying arrangements, ,/
venue/
Clear articulation, state action exemption/
Collateral estoppel/
Collective refusals to deal/
Combinations buyers/
monopolize, /
Commerce, defined/
Common law history/
Competitive bidding bans/
Complaints/
Concerted action, cause of action/
Condonation as defense/
Conflicts between federal and state laws/
Conglomerate mergers/
Conscious parallelism/
Conspiracies intent/
liability, officers and directors/
parties/
restraints of trade/
Sherman Act/
Constitutionality/
state antitrust laws, , /
Contracts/
monopolistic, enforcement/
Cooperative associations/
Clayton Act/
Cooperative Marketing Act/
Sherman Antitrust Act/
Copyrights/
Corners/
Covenants not to compete/
Criminal offenses/
conspiracies/
intent/
interstate commerce/
jurisdiction in federal courts/
officer and director liability/
price fixing/
tying agreements/
Cross-elasticity, relevant market/
Cross-licensing/
Damages/
abatement of actions/
amount recoverable/
assignment of actions/
attorneys’ fees/
burden of proof/
business injury/
class actions/
Clayton Act/
collateral estoppel/
complaints/
defendants/
Damages/
direct purchaser requirement/
double damages/
evidence/
jury trials/
fraudulent concealment/
government actions, tolling by/
parens patriae actions/
parties/
per se violations/
plaintiffs/
pleadings/
policy-based test, standing to sue/
prima facie evidence/
prior successful governmental suits/
revival of actions/
standing to sue/
summary judgment/
survival of actions/
target area test, standing to sue/
treble damages/
zone of interest test, standing to sue/
Damages, invasion or injury to exclusive privilege/
Dangerous probability/
Deceptive representations/
De facto corporate existence/
Defenses/
Development of law/
Directors, liability/
Direct purchaser standing requirement/
Discrimination in price, RobinsonPatman Act/
Disregarding the corporate entities/
Dissolution of corporations/
formation as grounds/
Divestiture/
dividends of stock, distinction/
hold separate orders pending divestiture/
Divestitures/
Electric utilities/
Enforceability of monopolistic contracts, -/
Enforcement, Federal Trade Commission Act/
Engrossing/
Essential facilities doctrine/
Estoppel/
European Economic Community/
Evidence/
actions to enforce monopolistic contract/
amount recoverable/
circumstantial/
damages/
per se violations/
prior successful governmental suits/
Exclusive dealing arrangements, intellectual property licenses/
Exclusive privileges/
Exclusive purchases/
Exclusive sales agencies/
Exemptions/
agricultural cooperatives/
charitable and nonprofit corporations/
compulsion by foreign country/
construction/
export trade exception/
Export Trading Company Act of /
foreign compulsion/
implied immunity/
insurance/
labor organizations, /
Local Government Antitrust Act of /
Noerr-Pennington and Parker exceptions/
state action/
trademarks/
Webb-Pomerene Act/
Export Trading Company Act of/
Extent of monopolization/
Extraterritorial application of antitrust laws/
Failing company doctrine/
Farmers’ cooperatives/
Federal antitrust laws/
Bank Merger Act/
intervention in proceedings/
parties to proceedings/
preemption of state law/
Federal courts/
Federal Trade Commission/
corporations/
Export Trading Company Act of/
Improvements Act of /
jurisdiction/
practice and procedure before commission/
private cause of action/
Sherman Act/
Wheeler-Lea Act/
Federal Trade Commission Improvements Act of/
Finding of economic monopoly/
Foreign antitrust legislation/
Foreign compulsion as exemption/
violation as grounds for expulsion/
Foreign Trade Antitrust Improvements Act of /
Forestalling/
Forfeiture of charter or franchise/
Forms/
Franchises, forfeiture/
Functional discounts/
General manager, powers of/
Gentlemen’s agreement/
Good motives/
Grantbacks of intellectual property licenses/
Group boycotts/
Hart-Scott-Rodino Antitrust/
Improvements Act, hold separate orders/
Improvements Act premerger requirements/
Health care industry, merger and consolidation/
Hearing, motion to dismiss/
History/
Holding companies/
Horizontal restraints/
Impact upon competition in relevant market/
Implied immunity doctrine/
Implied repeal/
Imprisonment/
Incidental restraints of trade/
Incorporation as illegal, purpose/
Indictment, signature, requirement/
Indirect restraints of trade/
Information, associations for gathering and disseminating/
Injunctions/
Clayton Act/
conduct subject to injunctive relief/
enjoinable conduct/
federal statutes/
hold separate orders/
invasion or injury to exclusive privilege/
minority shareholders, right to enjoin/
preliminary injunctions/
Injunctions/
state statutes/
Innocent intent/
Insurance/
companies/
Intellectual property licensing arrangements/
cross licenses/
exclusive licenses/
grantbacks/
pooling arrangements/
Intent/
Interlocking directorates, /
deputization theory/
local regulations/
Interstate commerce, adverse effect/
Intervention in proceedings, shareholders/
Intracorporate conspiracies/
Joint operating agreements, newspapers/
Joint ventures, Clayton Act/
Jurisdiction, /
primary jurisdiction doctrine/
Jury trials, actions for damages/
Labor organizations/
Licenses to do business, forfeiture/
Licensing arrangements/
cross licenses/
exclusive licenses/
grantbacks/
pooling arrangements/
Limitation of actions, -/
Local Government Antitrust Act of/
Market division/
Massachusetts trusts/
McCarran-Ferguson Act/
Medical services/
Membership corporations, exclusion/
Mergers and acquisitions/
Bank Merger Act/
banks/
burden of proof and presumptions/
failing company defense/
joint ventures/
notification requirements, /
premerger notification, /
premerger waiting/
railroads/
exemptions/
waiting period/
Minimum contacts, jurisdiction/
Minority shareholders, right to enjoin/
Monopolistic contracts, enforcement, /
Monopolization, extent/
Monopolizing/
Monopoly, defined/
Motion to dismiss/
Motives, good/
Multiplicity of suits, procedure/
National banks, Bank Merger Act/
National economic policy/
Newspaper Preservation Act/
Newspapers, joint operating agreements/
Noerr-Pennington exception/
Nonprofit corporations/
members, exclusion/
state antitrust laws/
Nonstock corporations/
Normal contracts or combinations/
Norris-LaGuardia Act/
Officers and agents, liability/
Ordinary contracts or combinations/
Ouster of offending corporation/
Parens patriae/
Parent corporation liability, same seller doctrine/
Parker exception/
Parties to proceedings, shareholders/
Patent laws/
Penalties, /
Per se violations/
bid rigging/
boycotts/
credit terms, fixing of/
horizontal customer allocation agreements/
markets, division of/
price-fixing/
production limitations/
refusals to deal/
resale price maintenance/
Sherman Act/
tying arrangements/
Person’’ as including corporation/
Clayton Act/
Pleadings, , , /
sufficiency of complaint/
Police power, justification of/
exclusive privileges by/
Policy-based standing test/
Pooling agreement/
Pooling arrangements, intellectual property licenses/
Predatory conduct/
pricing/
Preemption of state law/
Preliminary injunctions/
Premerger notification and waiting/
Prices/
discrimination/
predatory pricing/
discrimination, /
selective price cutting/
fixing/
agreement/
copyright owners/
crime/
parallelism as evidence/
patentee/
per se violations/
state law/
functional discounts/
predatory/
resale prices, fixing of/
Robinson-Patman Act/
Price squeezing, regulated industries/
Prima facie evidence/
Primary jurisdiction doctrine/
Product clusters/
Professional sports/
Public officials, influence of/
Public service corporations/
Public utilities, /
Puffing/
Purchase of stock from another corporation/
Purpose of antitrust acts/
Raiding competitor’s key personnel/
Railroads/
mergers/
Rate fixing/
Reasonable interchangeability test, relevant market/
Receivers, violation of law by corporation/
Reciprocal dealing arrangements/
Regrating/
Regulated industries/
filed rate doctrine/
merger and consolidation/
Regulatory statutes/
Relevant market/
Relief afforded government/
Remedies, invasion or injury to exclusive privilege/
Remedies for private parties arbitration/
attorneys’ fees/
damages/
summary judgment/
injunctions/
Repeal by implication/
Requirements contracts/
Trade Commission Act/
tying arrangements/
Resale price maintenance/
Rescission/
Restraints of trade/
blacklists/
boycotts/
common law/
modification of common law/
Sherman Act, common law basis/
United Kingdom/
Restrictive covenants/
Revocation of license of foreign corporation/
damages/
jurisdiction/
selective price cutting/
Rome Treaty/
Rule of reason/
extent of monopolization/
quick look analysis/
Sherman Act/
tying arrangements/
assets, Clayton Act/
Same seller’’ doctrine/
Selective price cutting/
Service of process/
Services/
Shareholders’ acts, liability of corporation/
Shareholders’ suits for violation/
Sherman Act/
act of state doctrine/
assignment of right of action/
Special proceedings under state statute/
Specific intent, attempts to monopolize/
Standing to sue/
Standing under Sherman Act/
State action exemption/
State antitrust laws, -/
advantage accruing from combination/
alcoholic beverages/
arbitration/
conflicts with federal laws/
conspiracy/
copyrights/
malice/
monopoly as crime/
venue/
constitutionality, /
damages/
expulsion of foreign corporation for violation/
fields for operation/
foreign corporations, jurisdiction and process/
injunctions/
intent/
predatory pricing/
preemption/
venue/
States, right to maintain suit for damages, Sherman Act/
Statute of limitations, -/
Stock-option plans/
Submarkets/
Subsidiary’s acts, liability of corporation/
Summary judgment/
Surface Transportation Board, merger and consolidation/
Takeovers/
Target area standing test/
Telecommunications, merger and consolidation/
Telephone companies, contracts/
Tender offers/
Tests/
Title insurance business/
Trade, defined/
Trade associations, /
Trademarks/
Transact business, as used in Clayton Act/
Treble damages, -/
Tying arrangements/
burden of proof/
Clayton Act/
crime/
full-line forcing/
market power analysis/
per se violations/
representative-line forcing/
separate product analysis/
Unfair/
competition/
practices/
trade methods/
Unilateral refusals to deal/
United Kingdom (Britain) exclusive privileges/
history/
Unlawful combinations/
Usual contracts or combinations/
Venue/
Vertical/
price fixing/
restraints/
Webb-Pomerene Act, /
Weight of contacts, venue/
Wheeler-Lea Act/
Wilson Tariff Act/
Zone of interest standing test/
APPEALS/
Abatement/
Assessment of shareholders’ statutory liability by court/
Bonds/
estoppel to deny corporate existence/
general manager, powers of/
power to give/
Court to which appealable/
Criminal proceedings/
Denial of reinstatement of corporation/
Determination of case/
appeal from order/
Dismissal/
Disposal of case/
Dissolution of corporations proceedings/
affirmance/
judgment of forfeiture/
action against corporation/
actions by corporation/
expulsion from state/
failure to comply with qualification statute, /
Jurisdiction, federal courts/
Officers and agents right to appeal/
Order refusing to vacate receivership/
Parties who may appeal/
Person as including corporation/
Procedure for taking/
Quo warranto proceedings/
Receivers/
discharge, effect/
order making allowances/
removal, effect/
Record on appeal/
Reinstatement of corporations, denial/
Right to appeal/
Saving questions for review/
Scope of review/
Securities and Exchange Commission, rules and orders/
Service of process/
Shareholders’ right to appeal/
Shareholders’ statutory liability actions to enforce/
Substitution of parties/
Supersedeas/
Venue/
APPEARANCES/
Administrative proceedings/
Agents, /
Attachment against foreign corporations, effect/
Attorneys, /
administrative proceedings/
authority to make/
necessity/
small claims proceedings/
Corporations/
Directors for corporation/
Effect/
Estoppel of corporations to deny corporate existence/
Federal courts/
Federal courts, removal/
federal courts/
Garnishment proceedings/
General appearances, /
Jurisdictional objections as purpose/
Methods/
Necessity/
Nonlawyers, /
Officers/
Pro se/
Removal of cause to federal court/
Shareholders’ derivative actions/
Small claims, , /
Special appearances/
Vice-president of corporation, powers of/
Voluntary/
Waiver of defects in service of process/
APPELLATE COURT/
See Courts/
APPLIANCES/
See Mortgages and Deeds of Trust/
APPOINTMENT OF DIRECTORS AND OFFICERS/
See also Election of Officers Deadlock/
De facto officers, irregularities/
Directors’ powers/
Life term/
Manner/
Model Business Corporation Act ()/
Negligence of directors/
Power/
Provisional directors/
Revised Model Nonprofit Corporation Act/
Time/
Validity, presumptions/
APPORTIONMENT/
See Subscriptions to Stock/
APPRAISAL AND APPRAISAL RIGHTS/
See also Minority Shareholders Abandonment of act by majority/
Agents/
Amendments to articles of incorporation as grounds/
Appellate review/
Application for appraisal/
Appraisers/
Asset disposition/
Asset value/
Assignment/
Attorneys’ fees/
Available markets, effect/
Beneficial owners of stock/
Business trusts/
Consolidation of corporation/
Corporate existence, extension of/
Costs/
Creditors’ rights/
Definition/
Delaware block’’ method/
Demand for payment/
effect on shareholder status/
election to demand payment/
withdrawal, /
Disaffirmance of act, effect/
Dissenting shareholder defined/
Effect of demand for payment/
Equitable character/
Exchange of shares/
Exclusive remedy/
Expenses/
Fair price/
Federal securities acts/
Fundamental changes/
Grounds/
Holders of record/
Interest/
Investment value/
Judicial review/
Jury trial/
Laches as bar/
Legal character/
Majority shareholders’ rights/
Market exception/
Market value/
Mergers/
Nominees/
Objection to corporate action, necessity/
Procedure to obtain/
Purpose/
Record holders/
Restrictions/
Reverse stock splits/
Sales of all or substantially all corporate assets/
Securities laws violations/
Share transfer restrictions/
Standing to seek/
Status as shareholder, effect of/
demand for payment/
Statute of limitations/
Stockbrokers/
Tender of shares/
Tender of stock certificates/
Trustees of stock/
Ultra vires lease, enforcement of appraisal provisions in/
Valuation of stock/
appellate review/
appraisers/
asset value/
books and records of corporation, inspection/
Valuation of stock/
comparable company method/
consolidations/
Delaware statute/
evidence of misconduct/
Model Business Corporation Acts/
court determination/
date of determination/
Delaware block method/
discount/
fair value/
floor value/
good will/
inspection of corporate books and records/
interest, allowance/
investment value, /
judicial review/
jury determination/
marketability of stock, effect/
market value, /
minority interest, discount for status as/
net asset value/
procedure to obtain/
Revised Model Business Corporation Act/
shareholders’ agreements, effect/
tax benefits, /
thin market, effect/
weighted average/
willing seller-willing buyer test/
Voting rights, alteration of/
Voting stock/
Voting trust certificate holders, dissenting to sale of assets/
Willing seller-willing buyer test/
Withdrawal of demand/
APPURTENANCES/
ARBITRATION/
See also Litigation Administrative expenses/
Affiliated corporations, piercing the corporate veil/
Agreements/
consideration/
fraud in inducement/
mutuality/
Alter ego doctrine/
Antitrust/
Antitrust claims/
Arbitrable issues/
United States Arbitration Act/
Arbitrators, delegation/
Arbitrators, fees/
Attorneys’ fees/
Awards/
costs/
enforcement/
federal law/
issue preclusion/
judicial review/
res judicata/
review/
Civil Rights claims/
Claims/
federal/
state/
Commercial/
Common law/
Construction of agreement/
Costs/
Counsel fees/
Damages, breach of agreement/
Directors/
power to submit corporation/
removal/
removal for cause/
Dissolution of corporations, effect/
Enforcement/
agreements/
alter ego doctrine/
awards/
consideration/
mutuality/
Expenses/
Federal Arbitration Act ADEA claims/
arbitrable issues/
awards/
Civil Rights claims/
fraud claims/
judicial review/
procedure and remedies/
stay of action/
waiver of rights/
Federal law/
arbitrable claims/
awards/
Fees/
Final awards/
Foreign countries, corporations doing business/
Fraud claims/
Governing law/
International joint ventures/
Issue preclusion/
Judicial proceedings, distinction/
Judicial review awards/
Jurisdiction, foreign corporations/
Leases/
Nonfinal awards/
Nonsignatory parties/
Officers, power to submit corporation/
Parent and subsidiary corporations/
Partnership, enforcement of award/
Power to submit corporation directors/
President, power to submit corporation/
Procedure and remedies/
awards/
misconduct by arbitrators/
Racketeer Influenced and Corrupt Organizations Act, claims/
Removal of directors/
Res judicata/
Scope of agreements/
Securities Acts, claims/
Securities violations/
Shareholders’ agreements/
Source of law/
State law/
Statutes/
federal preemption/
Stay of action/
Stock repurchase agreements/
Submission, powers/
Title VII claims/
Uniform Arbitration Act/
United Nations Convention on the Recognition and Enforcement of Foreign Awards/
arbitrable issues/
awards/
fraud claims/
judicial review/
waiver of rights/
Vacating awards/
Validity of agreements/
Voting of shares of stock/
Waiver/
Waiver or estoppel/
ARCHAEOLOGICAL AND HISTORICAL SOCIETY/
See Scientific Corporations/
ARGUMENTS OF COUNSEL/
See Actions; Trials/
ARIZONA/
Commencement of corporate existence/
Corporate existence, commencement/
ARKANSAS/
Preference of creditors of insolvent corporations/
ARREST/
See also Torts/
General manager of corporation, powers/
Warrant by corporation, wrongful issuance/
ARREST OF JUDGMENT/
See Judgments/
ARSON/
See Crimes and Criminal Law/
ARTICLES OF CONSOLIDATION/
ARTICLES OR CERTIFICATE OF INCORPORATION/
See also Amendment or Repeal of Articles of Incorporation; Corporation Practice; Illegal Contracts;
Limited Liability Companies; Payment for Stock; Pleadings Acceptance/
effect/
form/
necessity/
proof/
Accessibility of stock/
Acknowledgment/
Amendments/
special acts or charters/
Appeal, secretary of state’s refusal to file/
Approval/
As following corporation/
Assessments on full-paid stock/
Authorized shares/
Best evidence/
Books and records, inspection/
Borrowing money, limitations/
Bylaws/
inconsistent with charter, invalidity/
Cancellation/
Capitalization clauses/
Capital or capital stock/
Certificate of incorporation, issuance/
evidentiary effect/
Certification/
Certified copies/
Charters, /
components/
construction/
encompassing articles/
nature/
police regulations/
several states, citizenship of corporation/
special acts/
statutory rules of construction/
Citizenship, charter in several states/
Classes of stock/
Commencement of corporate existence, /
Complaints/
Conflicting statutory provisions/
Conflicts of interest transactions/
Consolidation of corporations of different states authority/
Constitutional law/
reservations/
restrictions, power to lease/
Construction/
custom and usage, meaning imparted/
directory provisions/
effectuation of provisions, /
enumeration of powers/
exceptions and provisos/
general laws, /
conflicting statutory provisions/
general words or terms/
incidental powers/
intent of legislature, , /
interpretation as whole/
liberal/
mandatory provisions/
ordinary meaning of words/
police regulations/
practical/
reasonable/
special franchises/
special meaning of words/
specific words or terms/
stock clauses/
stock preferences/
strict/
upholding charter/
Contents/
Contracts, , /
construction/
commencement, ,/
duration/
Corporate seal/
Correction of statements or defective execution/
Court certification/
Cumulative voting/
Curing defects/
Debt limitations/
Defective execution, correction/
Defects/
Delaware General Corporation Law directors liability, limiting or eliminating/
Directors/
amendment, powers/
compensation/
conflicts of interest transactions/
eliminating or limiting liability/
initial/
interested director transactions/
interlocking directorate provisions/
names/
number/
power to amend/
residences/
Disapproval/
Dual filing/
Duration of corporate existence, /
amendment/
provisions in articles for duration of corporate existence/
Effect of filing/
Elections/
Eliminating or limiting director liability/
Evidence of provisions/
Evidentiary effect, filing articles or issuance of certificate/
Examination by filing officer/
Exculpatory clauses, directors’ liability/
Execution/
contracts/
corporate instruments/
Expiration/
Extension of charter/
acceptance/
applicable to new corporation/
bylaws as affected by extension/
Congress, powers to extend/
contracts/
creation of new corporation distinguished/
debts/
effect of extension/
extension of corporate existence as amendment of charter/
extension of renewal period/
shareholders’ consent/
fees/
general laws/
mandamus to compel filing of papers/
national bank, conclusiveness of certificate/
ownership of property/
power to extend or authorized extension/
renewal of charter/
revival of charter acceptance/
reinstatement of suspended corporation distinguished/
special act/
state, powers to extend/
Failure to file/
Fees/
Filing, -/
condition precedent to action/
effect/
subscriptions to stock/
fees/
fraud/
presumptions/
standing to sue/
charter as measure of powers exercisable in foreign state/
collateral attack/
domiciliary laws as to performance of acts or powers/
filing corporation papers/
limitations upon power to hold real property/
mortgages, restriction on powers/
notice of limitations imposed by charter/
pleading charter powers/
power of court to construe charter/
provisions for dissolving and winding up/
restrictions and limitations, /
Forfeiture/
failure to make reports/
Form/
Fraud, filing/
Fraud in procuring/
General laws/
General reservation clause/
Incorporation under general laws/
Incorporators/
Incorporators, names and addresses/
Incorporator’s execution and signature/
Incorporators’ qualifications, recitals/
Incorrect statements, correction/
Increase of stock/
Initial directors/
names and addresses/
Inspection of books and records, provisions/
Interpretation/
Issuance/
Lending money, restrictions/
Liability, elimination or limitation/
Liens on stock/
Limitations of actions/
Location of business/
Majority shareholders, powers/
Management provisions/
Mandatory provisions/
authorized shares/
duration of corporate existence/
initial directors, names and addresses/
name of corporation/
purpose clause/
registered office or agent/
Manner of conducting business/
Meetings/
Meetings of shareholders calling of meetings/
inspectors of elections/
notice/
supermajority requirements/
time fixed for meetings/
voting methods/
Membership corporations/
admission to membership, , /
Merger of corporations of different states/
Model Business Corporation Act filing/
issuance, effect/
purposes of corporation/
Model Business Corporation Acts, /
acknowledgment/
appeal, secretary of state’s refusal to file/
authorized shares/
bylaw matters/
cancellation/
capitalization clause/
certificate of incorporation, issuance/
corporate seal/
correction of statements or defective execution/
debt limitations/
defective execution, correction/
directors/
evidentiary effect, filing articles or issuance of certificate/
execution/
filing fees/
form/
incorporators, names and addresses/
incorrect statements, correction/
management provisions/
notice, secretary of state’s refusal to file/
official forms/
optional provisions/
powers clause/
publication/
purpose clause/
regulation of corporate affairs, provisions/
restrictions on share transfers/
revocation/
secretary of state’s duty to file/
shareholders’ liability for debts/
signing/
verification/
Model Nonprofit Corporation Acts/
cancellation/
contents/
corporate seal/
execution/
filing fees/
issuance, effect/
revocation/
signing/
Nature of corporation/
Negligence, limitation of director’s liability/
admission to membership, /
cancellation/
contents/
delivery/
execution/
expulsion from membership/
fees/
filing fees/
issuance/
members and membership, , /
retention of membership/
revocation/
signatures/
signing/
verification/
No-par stock/
Notice, secretary of state’s refusal to file/
Notice of limitations imposed by charter of foreign corporations/
Number of shares/
Officers/
compensation/
Official forms/
Official state forms, /
Omissions, subscription lists, effect/
Optional provisions/
eliminating or limiting director liability/
purpose clause/
shareholder’s liability for debts/
Paid-in stock/
Par value stock/
Payment for stock/
Personal property, restrictions on acquisitions/
Place of business/
Place of filing/
Police power/
Posting/
Powers/
charter/
clauses/
components/
general statement/
granted by state/
limitations, inquiries/
nature/
restrictions/
specific statement/
Power to amend or repeal/
Preparation/
Principal office/
Proxies/
Publication/
necessity for proving/
Purpose clauses/
limitations, inquiries/
Purposes, /
general statement/
narrow or limited/
proof/
specification of particular, /
specific statement/
statement as determinative/
Real property, limitation on acquiring and holding/
Recitals, incorporators’ qualifications/
Recording/
Redemption of stock/
Reformation/
Registered office or agent/
Regulation of corporate affairs, provisions/
Rejection/
Repurchase of stock/
Reservation of power to amend or repeal/
Restated articles/
Restatements/
Revival and reinstatement/
Revocation/
Right of state under reserve power/
Seal/
Secretary of state’s duty to file/
Service of process/
Shareholders, majority, powers/
Shareholders’ liability for debts/
Shareholder’s liability for debts/
Shareholders’ meetings/
superquorum requirements/
Signatures/
Signing/
Special acts/
acceptance/
conditions/
directors/
effect/
evidence/
finality/
formalities/
incorporators/
mode/
officers/
place/
presumptions/
proof/
time/
powers/
Special charter/
Stated capital account, adjustment of/
State forms, official/
Statutory provisions/
Stock/
increase/
liens on stock/
par value/
redemption/
repurchase/
restrictions on transfer/
transfer/
Stock clauses/
enumeration of powers/
powers, enumeration/
strict construction/
amount of subscription as condition to incorporation/
conditions precedent/
amount of subscription/
payment/
conditions subsequent/
liability to creditors for unpaid subscriptions/
noncompliance/
proof/
representations, right to rely/
requirements/
signing incorporation papers/
Sufficiency/
Supermajority voting requirements/
Supplemental filing/
Surplusage/
Taxation/
Transfers of stock/
compliance with charter provisions/
registration books/
restrictions/
Unauthorized recitals/
Verification/
Votes, restrictions as to number/
Voting, , /
corporate meetings and elections, conditions or restrictions/
fixing maximum number of votes to which shareholder entitled/
limitations on right/
restrictions/
restrictions as to number of votes/
rights/
Voting trusts inclusion/
ASSAULT/
See also Torts/
Common carriers, tort liability/
Criminal liability/
Liability/
Security guards, corporate liability/
ASSESSMENTS/
See also Assessments on Fully-Paid Stock; Cemetery Companies; Shareholders’ Constitutional,
Statutory or Charter Liability to Creditors; Subscriptions to Stock; Taxation; Transfer of Stock/
Amendment or repeal of charter provisions/
Calls as synonymous/
Charter amendment, nonassessable shares made assessable/
Conclusiveness of action to enforce outside of state/
Leases/
Mandamus to compel enforcement/
Reorganization committees, powers/
Reorganizations, payment as condition for participation/
Shareholders’ liability to creditors for unpaid subscriptions call in creditor, -/
ASSESSMENTS ON FULLY-PAID STOCK/
Actions to recover amount of assessment/
Amount/
Assets as assessments/
Considerations/
Contribution among shareholders/
Credits to which shareholder entitled/
Definition/
Directors/
Discharge of liability by payment from other shareholders/
Enforcement, -/
Equality of assessments/
Estoppel to attack/
Forfeiture and sale of shares conduct of sale/
effect/
estoppel to attack/
liability of purchaser/
notice of sale/
power of corporation/
proceeds of sale/
purchasers at sale/
remedies of shareholder/
action to compel recognition as shareholder/
injunction/
recovery back of payments made/
remedy as exclusive/
strict compliance with authority essential/
waiver of objections to sale/
Levy/
court, power to levy assessments/
general rules/
notice of meeting at which assessment is levied/
receiver, power to levy assessments/
who may levy, -/
Liens/
Persons liable/
enforcement of assessment/
pledgee/
transferee/
transferor/
Pledgees, liability/
agreement of shareholder/
articles of incorporation/
banks, powers/
bylaws/
limitations on agreement for nonassessability of stock/
limitations on powers general rule/
national banks, power/
nonstock corporations/
Procedure for making/
Proof/
Purposes for which assessments may be levied/
Review of present law/
Transferor or transferee of stock liability/
Voluntary contributions by shareholders/
Voluntary return of part by corporation/
Waiver of objections/
ASSETS/
See also Bankruptcy; Conversion of Assets; Fraudulent Conveyances; Incorporation of Partnerships
and Associations; Personal/
Property; Property; Real Property; Receivers; Sale of Assets; Subscriptions to Stock; Trust Fund
Doctrine Actions to recover/
Assessments by corporation on fullpaid stock/
Asset-lockups/
Commingling, piercing the corporate veil/
Consent to misappropriation or conversion/
Consolidations, assenting shareholders’ rights/
Conversion/
Corporate name/
Corporate waste/
corporate waste as derivative action/
Depreciation, profits available for dividends/
Distribution to shareholders, insolvent corporations claims of creditors, payment/
declaration of dividends prohibited/
fraud on creditors/
payment of dividends from capital stock/
purchase of stock by corporation/
stock subscription, release of liability/
void transfers/
Diversion, remedy of minority shareholders/
False statements or representations/
Foreign corporations, interference with distribution of assets/
Gifts, shareholder ratification/
Insolvent corporations, distribution to shareholders/
claims of creditors, payment/
declaration of dividends prohibited/
fraud on creditors/
purchase of stock by corporation/
stock subscription, release of liability/
void transfers/
Location, false statements or representations/
Maintenance, profits available for dividends/
Marshaling/
Mergers, assenting shareholders’ rights/
Misappropriation/
Ownership, shareholders’ interests, /
Partnerships/
acquisition/
bequest to association, effect of subsequent incorporation/
conveyance to association before incorporation/
devise to association before incorporation/
fraudulent transfer from corporation/
title and interest of corporation/
transfer/
Preservation, as grounds for appointment of receiver/
Ratification of misappropriation or conversion/
Receivers, grounds for appointment/
Recovery from shareholder/
Shareholders’ interests and liability, ,/
Subscriptions, unpaid/
Title, /
Value or condition, false statements or representations/
Waste/
corporate waste as derivative action/
minority shareholders, rights and remedies/
shareholder ratification/
shareholders’ suits, /
ASSIGNEES/
Accountings/
Assignments for benefit of creditors, sale of corporate property/
Compensation/
Directors’ liability, enforcement/
Duties/
Foreign corporations, noncompliance with qualification statute as defense/
Officers’ liability, enforcement, /
Powers/
Receiver as assignee of corporation/
Removal/
Shareholders’ liability to creditors for unpaid subscriptions, enforcement by assignee/
Shareholders’ statutory liability/
right of assignee of creditor to enforce/
Statutory liability of officers or directors, enforcement/
Ultra vires, right to urge/
ASSIGNMENT FOR BENEFIT OF CREDITORS/
Acknowledgment/
Advantages/
Appointment of custodian/
Assignees/
accounting/
appointment of receiver as removal/
compensation/
directors’ liability, enforcement, /
interference by courts with/
administration of property/
misappropriated funds, right to recover/
negligence, liability/
officers’ liability, enforcement/
personal liability, debts incurred in carrying on company business/
purchaser for value/
removal/
sale of corporate property/
shareholders’ liability, right to enforce/
statutory liability of officers or directors, enforcement, /
subscriptions, right to enforce shareholders’ liability, /
title to property, vesting/
trustee for creditors/
Authority to make/
Bankruptcy/
act of bankruptcy/
distinction, /
Board of directors, power to make/
Books and records of corporation/
Causes of action/
Choice of law/
Common law/
Compared to bankruptcy/
Construction/
Corporate cause of action/
Costs/
Custodians, appointment/
Debt, payment not assignment/
Directors/
Disadvantages/
grounds/
power to maintain actions/
Duty to defend/
Effect, /
Expenses of administration/
involuntary assignments/
statutory assignments/
voluntary assignments/
Franchises/
General assignment/
Goodwill/
Grounds for bankruptcy/
Interest, recovery/
Interests/
Interpretation of assignment/
Judicial supervision, absence/
Laches/
Land/
Law governing assignment/
Loss of right to object to assignment/
Minority shareholders’ suits, effect of assignment/
Necessary expenses, reimbursement/
Objections/
Officers/
bank cashiers/
general manager of corporation/
Owner of corporation as creditor/
Parol evidence rule/
Pledge, payment not assignment/
Power to make/
Power to prosecute/
Property subject to assignment, /
Purchase of assigned property/
Ratification by shareholders/
Receivers, jurisdiction of bankruptcy courts/
Recordation/
Removal of assignee/
Requirements/
Requisites/
Right to make/
Sale of assigned property/
Schedules, filing/
Setting aside/
Shareholders/
power to make assignments/
rights and liabilities, derivative actions/
Statutory prohibition/
Subordinate officers, authorization to make assignment/
Trademarks/
Trade names/
Trust deeds/
Trustees/
debtor and creditor/
option, power to grant/
real estate, power to sell/
Trustees, power to make assignment/
Unpaid stock subscriptions/
Validity/
Waiver of right to object to assignment/
ASSIGNMENTS/
See also Assignment for Benefit of Creditors; Insolvency; Receivers; Transfer of Stock Appraisal
rights/
Assignment of claim or chose in action to corporation, unlawful practice of law/
Bonds, subscriptions/
Choses in action/
corporate powers/
directors/
officers/
Contracts officers/
secretary of corporation/
stock repurchase agreements/
Defined/
Directors/
adverse interests or title/
choses in action/
conflicts of interest/
promissory notes/
Dividends/
Effect/
Equity, redemption of bonds/
Fraud actions/
Interpretation/
Leases/
Mortgages/
Officers/
treasurer of corporation/
vice-president of corporation, /
Oil and gas lease/
benefit of creditors/
Promissory notes directors/
Rescission of stock purchase contracts/
Sales or purchases of stock/
Stock repurchase agreements/
Sublease distinguished/
Subscription to stocks, transfer by subscribers/
Underwriting agreements power to assign/
rights of assignees/
ASSISTANTS/
See Agents/
ASSOCIATES/
Business trusts, liability of members, /
ASSOCIATIONS/
Attributes and characteristics/
Blue sky laws, application/
Business trust distinguished/
Corporation by estoppel, conduct consistent with existence of unincorporated association/
Foreign corporation, determination of status/
Mandamus, as subject to/
Mandamus, compelling restoration of membership/
Power of corporation to join/
Standing to sue/
Trade associations/
Waiver of bylaws/
ASSUMED NAMES/
See Names/
ASSUMPSIT/
Actions against directors or officers/
Promoters’ secret profits, recovery/
ASYLUMS/
Benevolent or charitable purposes/
Charitable or benevolent purposes/
Real property, powers/
ATTACHMENT/
Actions against corporations/
shareholder’s creditors/
Actions by corporation/
Affidavits/
sufficiency/
Amendments/
officer’s return/
Applications/
Availability of remedy/
Banks/
Beneficiary association/
Bond/
creating estoppel to deny corporate existence/
power to give/
release of property/
effect of levy and sale/
equitable title or interest/
federal courts/
interest subject to attachment/
levy/
notice/
sale of stock/
statutory authority/
title to stock, effect of attachment, /
Uniform Commercial Code, /
Conflicting claims/
Constitutionality of procedures/
Corporation as nonresident/
Corrections/
Counteraffidavits/
Counterclaims, wrongful attachments/
Creditor’s right to bring action/
Defects/
judgments/
proceedings/
Discretion of court in granting writ/
Dissolution of attachment/
Dissolution of corporation, voluntary liquidation of company/
Dissolved corporation’s property/
Dividends, creditor’s rights/
Dividends on shares of stock attached/
Domestication of foreign corporation, effect/
Enforcement of shareholders’ liability/
Execution, prejudgment remedies/
Exemplary damages, wrongful attachments/
Exemptions/
Federal corporations, garnishees/
Federal court, proceedings/
actions against/
affidavits/
appearance/
dissolution/
doing business in state, effect/
domestication/
in rem proceedings/
necessity of bond/
noncompliance with qualification statute/
nonresident corporations, inclusion within term/
personal jurisdiction/
qualified to transact business in state/
receivership/
service of process/
standing to sue/
stock of corporation/
Garnishees, federal corporations/
Garnishment, relationship/
Governing law, actions against foreign corporations/
Grounds/
Home Owners Loan Corporation/
In rem proceedings, actions against foreign corporations, /
Insolvency, effect/
Insurance companies/
Interference with interstate commerce/
Interpleader/
Judgments/
Jurisdiction/
in rem proceedings/
stock/
Levy on stock effect/
federal courts/
notice/
Uniform Commercial Code/
Liens/
Liens on stock/
Liquidation of company, effect on right/
Manner of levying/
Misnomer in writ/
Mortgaged stock/
Motions to quash/
National banks/
National bank stock/
Nature of remedy/
Nonresident corporations, foreign corporations/
Notice of proceedings/
Objections to defects or irregularities/
Officers’ liability, enforcement, /
Pleas in abatement/
Pledged stock/
Prejudgment remedy/
Priorities/
Property subject to being taken bank property/
bank stock/
bonds of corporation/
choses in action/
deposits by agents, officers, or trustees/
exemptions/
franchises/
goods in carrier’s possession/
goods in transit/
insurance policies/
interest of shareholders/
liability insurance policies/
life insurance policies/
national bank stock/
notice to shipper, railroads and railroad property/
public service corporation property/
quasi-public corporation property/
railroads and railroad property/
real estate/
rolling stock/
secondary franchises/
stock/
dividends/
location of stock/
situs of stock/
Propriety of remedy/
Punitive damages, wrongful attachments/
Receivers, appointments/
Receivership as affecting/
foreign corporations, property attached/
levy after appointment of receiver/
property in other states/
property taken out of state/
status of lien creditors/
Release of property on giving bond or security/
Right of creditor to maintain action under equity rule/
Rights and priorities under levy on shares of stock/
Sale of property/
Sale of stock/
Security/
Service of process/
acceptance of service/
admission of service/
officer or agent, person served/
returns/
Setoffs, wrongful attachment/
Setting aside/
Shareholder’s creditors’ actions against corporations/
Shareholders’ liability enforcement/
Showing in opposition/
Showing required/
Statutory remedy/
Stock/
dividends, right to claim/
equitable title or interest/
federal courts/
jurisdiction/
levy, ,/
notice/
pledged shares/
pledged stock/
sale of stock/
seizure of possession/
situs of stock/
Strict construction of statute/
Substitutions/
Third-party claims/
Transfer of property in fraud of creditors, grounds/
Trustee process, insurance policies/
Trust funds in hands of corporate debtor/
Venue/
Waiver of defects/
Wrongful attachments/
counterclaim for damages/
setoffs/
ATTORNEY GENERAL/
Removal of directors and officers/
ATTORNEYS/
See also Attorneys’ Fees; Practice of Law/
Acknowledgments/
Actions/
appearance for corporation/
control, /
defense of suit/
institution of suit, /
Administrative proceedings, appearance/
Admissions and declarations/
Affidavits/
Agent of corporation/
Appearance for corporation, /
shareholder derivative actions/
conflict of interest/
government investigations/
in-house, wrongful discharge claims/
waiver/
Attorney in fact/
power to act/
Authority/
Chief executive officers, power to employ/
Conflict of interest/
American Bar Association’s Model Code of Professional Conduct/
attorney-client privilege/
business transactions with corporation/
class counsel and derivative action representative/
contract theory/
corporation former client of attorney/
court-appointed counsel/
ethical considerations/
former business transactions involving counsel/
former general counsel for/
corporation, status as officer/
role in litigation/
shareholder derivative actions, dual representation of corporate counsel/
sister corporations/
tort theory/
Consolidated shareholders’ derivative suit/
Contracts/
Contracts of corporation, power or authority to enter/
Corporate counsel, fiduciary duties/
Corporate counsel, wrongful discharge claims/
Defenses/
Directors, authority to employ/
Disqualification/
Dissolution proceedings, priorities and payment of claims/
Dual representation in shareholders’ derivative action/
Employment/
chief executive officers/
directors/
manager of corporation, /
officers/
president of corporation, /
Express authority/
Federal claims/
Fees/
arbitration/
Fiduciary duties/
Foreclosure of mortgages, who may purchase/
General manager of corporation, power to employ/
Implied authority/
In-house, wrongful discharge claims/
Institution of suit/
Knowledge imputed to corporation/
Litigation, role/
appearance for corporation, -/
compromise/
general counsel/
managing litigation/
Manager of corporation, power to employ/
Managers’ power to employ/
Notice imputed to corporation/
Officer status/
Powers/
Presidents’ power to employ, , /
Prior legal work for corporation/
Privilege, waiver/
Privileged communications government investigations/
Ratification of employment/
Receivers, eligibility and appointment/
Secretary of corporation, powers of/
Self-critical analysis privilege/
Service of process on corporate attorney/
Shareholders’ derivative actions appearance/
conflict of interest/
Subscription contracts, authority to enter into/
Suits, instituting/
Treasurer of corporation, power to employ/
Verification of petition for/
administrative review/
Vice-president of corporation, power to employ/
Waiver/
Witnesses, disqualification/
Work product rule/
ATTORNEYS’ FEES/
American Rule, exceptions/
Appraisal proceedings/
Arbitration/
Blue sky law actions, /
Common fund/
Conversion/
Costs distinguished/
Decrees, foreclosure of mortgage/
Direct actions/
Dissolution of corporations distribution of assets/
proceedings/
Dividends, actions to recover/
Employment discrimination, successor corporations/
Federal claims, shareholders’ derivative actions/
Federal securities laws and regulations/
Fee-shifting/
Foreclosure of mortgages, /
Fraudulent conveyances/
Indemnification of directors or/
officers, , -/
Insider trading actions/
Liability/
Litigation expenses/
Lodestar methodology/
Minority shareholders’ suits, payment by corporation/
Oppressed shareholders/
Receiverships/
actions/
compensation/
corporation/
creditors and shareholders/
fees/
priority of claims/
receiver’s liability for fees/
Securities litigation/
Equal Access to Justice Act/
Section (b)/
Shareholders’ derivative actions amount of fees/
common fund exception/
corporate benefits/
federal claims/
federal security law violations/
individual actions/
intervenors/
intervenors, counsel for/
meritorious claims/
monetary benefits, necessity/
payment by corporation/
proxy disclosures/
rights inter se/
statutory authority as necessary/
Shareholders’ suits/
appraisal proceedings/
direct actions/
Substantial benefit/
Successor corporations, employment discrimination/
Workers’ compensation cases/
Work product rule, privilege/
ATTRIBUTES OF CORPORATION/
Artificial personality/
Close corporations/
Continuity/
Corporation as person civil statutes/
criminal statutes/
federal constitution/
Distinguishing characteristics/
Enumeration/
Federal corporations/
Liabilities as distinct from associated individuals/
Person as including corporation civil statutes/
criminal statutes/
federal constitution/
Rights as distinct from associated individuals/
Statutory classification, civil statutes/
Stock and shares transferability/
Succession/
Transferability of shares/
AUDITS AND AUDITORS/
Duty to retain records/
Mandamus, to compel/
AUTHENTICATION/
See Books and Records/
AUTOMOBILES/
See also Transportation Corporations Dealership contracts, antitrust/
Rental corporations, purposes/
AUXILIARY RECEIVERS/
See also Receivers/
BAILEES/
Banking corporations, powers/
Conversion of stocks, liability/
Corporations, power to act as bailee/
Liability of corporation for torts/
BANK ACCOUNTS/
Officers, powers/
BANK CASHIERS/
Acceptance of deposits/
Acknowledgments/
Actions, power to institute/
Actions on bank’s behalf defense/
prosecution/
Acts in ordinary course of business/
outside of bank or banking hours/
Apparent authority or powers/
Assignments/
Assumption of debts, powers/
Authority/
Bank’s liability for fraudulent misrepresentations/
Borrowing money/
Burden of proof, powers/
Cashiers in other businesses distinguished/
Certificates of deposit, issuance/
Certification of checks/
Checks, certification/
Collection of debts/
Commercial paper/
Compromise of claims, powers/
Contracts of bank/
employment/
Debts/
assumption/
collection/
Defending suits against bank/
Delegation of powers/
Deposits, powers/
interest payments/
Draft instruments, powers/
Duties/
Employment and employment contracts, powers/
Execution of negotiable instruments/
Express powers/
Federal regulations/
Fraud/
Guaranty contracts/
Implied authority or powers/
Indorsement of negotiable instruments/
Interest on deposits, payment/
Investments, powers/
Knowledge imputed to bank/
Leases, powers/
Limitations on powers/
Loans, powers/
Management powers/
Misrepresentations/
Mortgages, powers/
National banks powers/
Negotiable instruments execution/
indorsement/
purchase/
sale/
Notice imputed to bank/
Ordinary business/
Overdrafts, power to allow/
Payments, power to accept/
Pledge of bank assets/
Powers/
acceptance of deposits/
actions on bank’s behalf/
acts in ordinary course of business/
outside of bank or banking hours/
apparent/
borrowing money/
burden of proof/
certificates of deposit, issuance/
collection of debts/
commercial paper, powers/
compromise of claims, -/
contracts of bank/
employment/
guaranty/
surety/
delegation/
deposits/
draft instruments/
express/
guaranty contracts/
implied/
interest on deposits, payment/
investments/
leases/
limitations/
loans/
management/
mortgages/
national banks/
negotiable instruments/
ordinary course of business/
acts outside of bank or banking hours/
Powers/
payments, acceptance/
pledge of bank assets/
presumptions/
promissory notes, /
purchases of stock/
purchases on bank’s behalf/
ratification of acts/
release of claims/
sales of stock/
sales on bank’s behalf/
self-dealing/
settlement of claims, -/
special deposits/
stock transactions/
supervisory/
surety contracts/
ultra vires acts/
Presumptions, powers/
Promissory notes acceptance/
discounts/
extension of time for payment/
indorsement/
modification/
purchase/
renewal/
sale/
substitution of new note/
Purchases of stock/
Purchases on bank’s behalf/
Regulations, federal/
Release of claims, powers/
Sales of stock/
Sales on bank’s behalf/
Self-dealing/
Settlement of claims, -/
Signatures, contract executed in name of binding bank/
Signatures to corporate instruments/
Special deposits, powers/
Stock transactions, powers/
Supervision by bank directors/
Supervisory powers/
Surety contracts/
Ultra vires acts/
BANK COMMISSIONERS/
Appointment, enforcement of/
liability of bank officers or directors/
Receiverships/
Shareholders’ liability to creditors for unpaid subscriptions defense to action to enforce/
shareholders’ liability/
enforcement/
Shareholders’ statutory liability action to enforce, outside of state/
condition precedent to enforcement filing of claim for double liability of shareholder/
enforcement by assignee of bank commissioner/
right to enforce/
BANK DIRECTORS/
See also National Banks Absentee directors/
leave of absence, effect on liability/
liability for codirectors’ acts/
Actions against/
presumptions/
Books and records, duties and liabilities/
document destruction/
false entries/
Crimes and criminal liability document destruction/
embezzlement/
defenses/
evidence/
federal statutory liability/
jury instructions/
falsification of books or records/
financial statements or reports/
insolvency of bank, knowledge/
knowledge of insolvency/
receiving deposits with knowledge of insolvency/
Defenses/
embezzlement/
leave of absence/
liability for acts of codirectors or officers/
Deposits, receiving with knowledge of insolvency/
Document destruction/
Duties/
employee supervision/
supervision of employees/
Embezzlement/
defenses/
evidence/
jury instructions/
Employee supervision/
Evidence, actions to enforce liability embezzlement/
Excessive loans by bank, liability/
Falsification of books or records/
Fiduciary relationship/
Financial statements of bank, criminal liability/
FIRREA liability/
gross negligence/
Fraud/
Insolvency of bank/
criminal liability/
knowledge, /
receiving deposits after insolvency, /
Liabilities/
absentee directors/
acts of codirectors or officers absentee directors/
defenses/
degree of care in supervision/
executive committees/
leave of absence as defense/
supervision, degree of care/
excessive loans/
FIRREA/
loans/
mismanagement/
National Bank Act/
overdrafts/
receiving deposits with knowledge of insolvency, ,/
statutory, -/
Loans by bank, liability/
Mismanagement/
Negligence/
FIRREA liability/
standard of care, -/
Overdrafts, liability/
Presumptions, actions to enforce liability/
Standard of care and conduct/
negligence, -/
Statutory liability, -/
national bank directors/
Supervision of employees/
BANK HOLDING COMPANY ACT/
Application/
Federal Reserve Board, exclusive jurisdiction/
Scope/
BANK LIQUIDATORS/
See Receivers/
BANK MERGER ACT OF /
See also Banks and Banking Clayton Act/
BANK OFFICERS/
Actions against/
presumptions/
Adverse interests/
knowledge imputed to bank/
notice imputed to bank/
Apparent authority/
Authority/
Bookkeepers, knowledge or notice imputed to corporation/
Books and records, duties and liabilities/
false entries/
Crimes and criminal liability document destruction/
embezzlement, -/
Defenses to liability, embezzlement/
Embezzlement/
defenses/
evidence/
jury instructions/
Estoppel to deny authority/
Evidence, actions to enforce liability embezzlement/
Financial statements of bank, criminal liability/
FIRREA liability/
Fraud/
Insolvency of bank/
criminal liability/
knowledge, /
receiving deposits after insolvency/
adverse interests/
bookkeepers/
cashiers/
president of bank/
tellers/
Liabilities/
excessive loans/
FIRREA/
mismanagement/
National Bank Act/
negligence, -/
overdrafts/
receiving deposits with knowledge of insolvency, ,/
statutory, -/
Mismanagement/
Negligence/
standard of care, -/
Notice imputed to bank/
adverse interests/
bookkeepers/
cashiers/
president of bank/
tellers/
Overdrafts, liability/
Powers/
President/
knowledge imputed to bank/
notice imputed to bank/
causation/
FIRREA liability/
negligence, -/
Statutory liability, -/
Tellers, knowledge or notice imputed to corporation/
Ultra vires acts/
Vice-president, /
BANKRUPTCY/
See also Reorganization Acts of bankruptcy abolishment/
Acts of bankruptcy, change in law/
Administrative powers/
general limitations on avoiding powers/
Administrative system, separation from judicial system/
Ancillary bankruptcy cases/
Appellate panel service/
Assets, corporate name/
Assignments for benefit of creditors distinction/
Automatic stay/
exceptions/
relief/
violation/
Avoidance powers/
general limitations/
Bankruptcy Abuse Prevention and Consumer Protection Act of , , , ,/
Bankruptcy Code/
Bankruptcy judges/
Business trusts, amendments/
Chapter/
trustees/
Chapter/
proceedings filing of case/
trustees/
Chapter/
proceedings/
debtors in possession/
Chapter/
history/
relationship to other Code provisions/
trustees, , /
trustees, compensation/
Chapter/
proceedings/
debtors in possession/
filing of case/
trustees/
Chapter/
proceedings/
Claims/
allowance/
assertion/
claim defined/
deferral/
disallowance/
grounds for disallowance/
indemnity/
objections/
priorities of corporate officers for salaries or wages/
reconsideration of allowed or disallowed claims/
secured/
sovereign immunity/
subordination/
agreements/
equitable/
mandatory/
time for filing proofs/
wages/
workers entitled to priority preferences/
Committees/
additional committees/
appointment of creditors’ committees/
appointment of trustee or examiner/
composition of creditors’ committees/
consultation/
creditors’ committees, /
duties/
equity security holders’ committees/
formulation of plan/
investigation/
powers/
selection of professionals/
unofficial committees/
Compensation of examiners/
Compensation of trustees, /
Contingent indemnity claims, /
Contracts, executory/
employment contracts/
Cooperative marketing associations/
Creditors/
defined/
Criminal bankruptcy fraud statute/
Criminal liabilities/
Cross-border bankruptcy cases/
Debtors in possession/
Chapter/
Chapter/
Definitions/
Directors/
bankruptcy of corporation filing of petition/
compensation/
criminal liability, fraudulent transfers/
effect of bankruptcy on personal liabilities/
enforcement by trustees/
fraudulent transfers, criminal liability/
indemnity claims/
purchase of claims against corporation/
trustees, enforcement/
Discharge/
Chapter/
Chapter/
Chapter/
objections/
revocation/
Dissolution of corporations judicial proceedings/
Distribution/
priorities/
Employee Retirement Income Security Act of/
Evidence, books and papers of bankrupt/
Examiners/
Federal regulations/
Federal rules/
Federal Rules of Appellate Procedure/
Federal Rules of Bankruptcy Procedure/
Federal Rules of Evidence/
Filing of case/
board of directors/
Chapter/
Chapter/
Chapter/
corporation, on behalf of/
entry of order for relief, involuntary petitions/
good faith/
involuntary petitions, , /
number of petitioning creditors, involuntary petitions/
receivership, effect/
shareholder rights/
venue/
Filing of petitions director’s power/
Foreign bankruptcy cases/
involuntary assignments/
proceedings against/
statutory assignments/
Fraudulent transfers, criminal liability/
Governing law/
Guarantors, deductibility of payments/
History/
Imputed knowledge or notice/
Indemnity claims/
Insiders, ,/
definition/
guarantors/
preference recovery period/
Insolvency/
balance book test/
balance sheet test/
burden of proof/
defined/
distinction/
knowledge/
notice/
preemption, state statutes/
superseded by federal law/
presumption, , /
presumption of solvency prior to filing of petition/
state statutes, conflicts/
Inspection of books and records, right available/
Involuntary bankrupt/
Involuntary petitions/
exclusions from Code/
trade unions/
IRS regulations/
Judges/
Judicial system/
appellate panel service/
bankruptcy judges/
jurisdiction/
separation from administrative functions/
Jurisdiction of bankruptcy courts/
Chapter/
reorganization/
concurrent jurisdiction/
conflicts with state court/
exclusive jurisdiction/
in personam/
in rem/
insolvent corporations/
quasi in rem/
receivership proceedings/
Jury trials/
preferences/
Land trusts/
Leases, , /
Leveraged buy-outs/
Limitation of actions, preferential transfers/
Liquidation/
alternative/
Minority shareholders, rights and remedies/
derivative actions/
intervention/
Nonvoting shares in reorganized companies/
Officers/
compensation/
filing of petition/
notice to authority/
Officers, duties and liabilities criminal liability, fraudulent transfers/
enforcement by trustees/
fraudulent transfers/
indemnity claims/
personal liabilities, effect, /
trustees, enforcement/
Official Bankruptcy Forms/
Petitions/
director’s power/
Place of business, within meaning of statute/
Preferences/
after-acquired property/
antecedent debts/
benefit received, establishing/
burden of proof, avoidability/
checks/
claim defined/
consumer exceptions/
contemporaneous exchanges/
creditor defined/
debtor’s property/
directors, /
direct payments/
elements of preferential transfer antecedent debts/
benefit of creditor/
earmarking doctrine/
establishing benefit received/
insolvent debtor/
ninety-day preference period/
one-year preference period/
preference period/
receipt of greater percentage by creditor/
transfer of debtor’s property/
enabling loans/
exceptions/
future advances/
governmental units/
guarantors/
improvement of position test/
indirect payments/
insiders/
insolvency defined, /
interest payments/
judicial liens/
jury trials/
letters of credit/
liens, /
mortgages/
new value given/
ninety days prior to bankruptcy/
offsets/
one year prior to bankruptcy/
ordinary course of business, /
payment of taxes/
perfection of security interests/
pledgors/
presumption of insolvency, , /
priority of distribution/
purchase money security interests/
res judicata/
right to jury trial/
secured transactions, /
security interests in inventory and receivables/
sovereign immunity/
statutory liens/
subsequent advances/
tax obligations/
transfer defined/
voidability/
voidable preferences, exceptions consumer exceptions/
contemporaneous exchanges/
enabling loans/
inventory and receivables/
purchase money security interests/
sovereign immunity/
statutory liens/
subsequent advances/
President of corporation, filing of petition/
Priority claims, wages/
Professionals employed by trustee, debtor in possession or committee/
authorization to employ/
compensation/
Property, sale or lease/
Property of estate/
Receivers/
acts of bankruptcy/
expenses/
attorney for receiver/
priority/
fee limitations/
intervening bankruptcy/
receivership expenses, priorities/
setoffs, assertion of right by debtors/
Receiverships/
administrative expense priority/
affecting proceedings/
stay, exceptions/
Recovery of property, burden of proof/
Reorganizations/
trustees, compensation/
Retiree benefits/
Retiree Benefits Bankruptcy Protection Act/
Sale of property/
Scope/
Service of process trustees/
Setoffs/
governing law/
improvement of position test/
mutuality requirement/
sureties/
Shareholders/
cashed-out, subordinated claims/
derivative actions/
liability to creditors/
minority shareholders/
statutory liabilities/
Sovereign immunity/
Statutes/
Statutory liabilities of officers or directors/
Stock evaluation/
Tort actions as property/
Transnational bankruptcy cases/
Trustees/
Chapter/
Chapter/
liquidation cases/
Chapter/
reorganization cases/
compensation/
contracts, executory/
credit, obtaining/
directors’ liabilities, enforcement/
leases/
officers’ liabilities, enforcement/
power to sue or be sued/
property, use, sale or lease/
utility service, payment/
voting of stock/
Turnover orders, receiverships/
United States trustees/
information which must be/
provided to trustees/
notices/
pleadings, motion papers, objections, and other papers/
powers and duties/
Use of property/
Voluntary proceedings/
appointment of receiver, effect/
dismissal or suspension/
federal Bankruptcy Act/
jurisdiction of state court in receiverships, suspension/
Voting at corporate meetings, rights as to/
Voting rights in reorganized companies/
Wage claims/
Wage claims, priorities/
BANKRUPTCY CODE/
See Bankruptcy/
BANKRUPTCY REFORM ACT OF /
See Bankruptcy/
BANKS AND BANKING/
See also Bank Cashiers; Bank/
Officers; Federal Reserve Banks; National Banks/
Admissibility of evidence/
Amendment or repeal of articles of incorporation/
approval of state banking commissioner/
Antitrust/
Bank Merger Act/
mergers/
Assets, definition/
Assignments for benefit of creditors, statutory prohibition/
cashier’s powers/
Attachment against/
Bailee, powers/
Bank Holding Company Act, mergers/
Bank Merger Act/
Bookkeepers, knowledge imputed to corporation/
Branch banks/
chain or group banks/
operation without certificate, effect on deposits/
powers/
statutory restrictions/
Certificates of deposit, issuance/
Chain or group banking/
Charitable contributions/
Classification/
Clayton Act/
Collection of debts, cashier’s powers/
Competency of evidence/
Complaints, corporate existence/
Compromise of claims, cashier’s powers, -/
Consolidation and merger, branch offices resulting/
Contracts, cashier’s powers/
Corporate existence, estoppel to deny/
Corporate existence, pleadings/
Corporate status/
Corporations lending to officers, knowledge of/
Cumulative voting/
Debts/
assumption, cashier’s powers/
collection, cashier’s powers/
Depositor in another bank/
Depositors’ suits/
presumptions/
Deposits and withdrawals bank cashier’s powers/
garnishments/
interest, bank cashier’s power to pay/
receiving after insolvency, liability of officers or directors, /
Directors/
excessive loans/
liability for declaration of dividend when bank insolvent/
National Bank Act/
qualifications/
standard of care/
causation/
stock ownership requirements/
Dissolution/
insolvency/
procedure/
voluntary/
Dividends, limitations/
D’Oench Duhme doctrine/
Drafts, bank cashier’s powers/
Embezzlement/
defenses/
evidence/
jury instructions/
Estoppel, improperly negotiated checks/
Excessive loans, liability of bank directors or officers/
Exclusiveness of banking legislation equity jurisdiction/
national banks, Comptroller of the Currency/
receivers, application for appointment/
Execution against/
Federal Deposit Insurance Corporation/
receiver/
notice requirements regarding insolvency/
powers/
Financial Institutions Reform and Recovery Enforcement Act derivative actions/
director’s and officer’s liability/
powers of receiver/
Financial statements or reports, falsification/
Foreign corporations banking powers/
Garnishments/
Guaranty contracts, cashier’s powers/
Holding companies/
Incorporation necessity/
special acts/
Incorporators/
Insolvency/
administrative finding/
criminal liability of directors or officers/
definition/
distribution of assets/
evidence/
FDIC as receiver/
powers/
final settlements/
governing law/
illegal investment mutuality rule/
shareholders right to setoff deposit/
time of acquisition of claim/
time of insolvency governing right to setoff/
knowledge of bank directors or officers,/
loan participants, setoff rights/
loans, setoff of deposit/
marshalling of assets/
presumptions of insolvency/
provisional settlements/
ratable distribution of assets among creditors/
receiving deposits after insolvency, liability of officers or directors,/
recovery of assets wrongfully transferred/
setoff/
banks right to setoff against debtor/
depository bond, setoff by surety/
deposits held as trustee/
fidelity bond, setoff by surety/
filing of claim in insolvency proceeding/
future debts/
loans, setoff against deposit/
statutory receivers/
Interest on deposits, bank cashier’s power to pay/
adverse interests/
bookkeepers/
cashiers/
president of bank/
tellers/
Laches, improperly negotiated checks/
Leases, cashier’s powers/
Lending money to officers/
Liability/
conversion/
declaration of dividend when bank insolvent/
employees’ acts/
misappropriation/
Loans/
cashier’s powers/
excessive/
liability of bank directors or officers/
lending to officers/
Mergers/
antitrust/
Bank Holding Company Act/
Bank Merger Act/
effect of merger/
National Bank Act/
state banks with national banks/
Mismanagement, depositors’ suits/
Mortgages, cashier’s powers/
National Bank Act mergers/
venue, actions for violations of securities laws/
National banks, injunctions against comptroller of currency/
Negligence, failure to deliver paper/
Nonbanking activities, powers/
Notes/
purchase or sale/
Notice imputed to bank adverse interests/
bookkeepers/
cashiers/
president/
tellers/
Overdrafts, bank cashier’s powers/
Overdrafts, liability of directors or officers/
Pleadings, corporate existence/
Pledge of assets cashiers/
national bank, power/
officers’ authority, manner of conferring/
securing governmental agencies/
state banks/
Powers/
assisting another bank/
assumption of debt/
borrowing and lending money/
buying and selling stock/
commercial paper/
conversion of state building and loan association to federal/
federal reserve bank/
fiduciary, national bank as/
guaranteeing deposits of another bank/
guaranty and suretyship, , , /
insurance policy, power to procure/
investment security/
payment of prior encumbrance/
repurchase of securities/
safe-deposit business/
savings and loan associations/
special deposits, power to receive/
President, knowledge imputed to bank/
Principal debtor’s insolvency, indorser’s right to setoff/
Purchase of stock/
Purchases, bank cashier’s powers/
Purposes of incorporation/
Receivers/
appointment/
assets, distribution and collection, /
corporations authorized/
exclusiveness of banking legislation/
Financial Institutions Reform, Recovery and Enforcement Act/
interest on claims/
National Bank Act/
nature of office/
operations, effect/
powers/
Receiverships/
banking legislation, exclusiveness/
nature of office, /
Receiving deposits after insolvency/
Removal of directors and officers/
Repurchase of securities, powers/
Reservation of power, amendment or repeal of articles of incorporation/
Safe-deposit business/
Sales, bank cashier’s powers/
Savings banks, setoffs/
Setoffs/
Bankruptcy Code provisions/
loan participants/
prerequisites/
principal debtor’s solvency, indorser’s right/
savings banks/
Settlement of claims, cashier’s powers, -/
Shareholders’ liability, liability abolished/
Signature cards/
Special depository, powers/
bank cashier’s powers/
power to receive/
State banking commission/
Status as corporate entity/
Surety contracts, cashier’s powers/
Surety on bond, agreement to indemnify/
Suretyship and guaranty, implied powers/
Taxation/
generally/
farm credit banks/
federal/
method of/
national banks/
trust companies/
Tellers, knowledge imputed to corporation/
Trust, express power to act/
Underwriters, power of corporations to act as/
Venue/
national banks/
Vice-presidents, powers/
Voting, cumulative/
voting own shares/
BATTERY/
Common carriers, tort liability/
Criminal liability/
BENEFICIAL ASSOCIATIONS/
See also Associations; Benevolent Associations, Corporations and Societies/
Bylaws/
binding upon members/
construction/
Certificate as creating estoppel to deny existence/
Classification/
Convention/
Garnishments/
Insurance companies distinguished, /
Mutual benefit corporations/
Reservation of power/
Tort liability/
BENEFICIARIES/
See Business Trusts/
BENEFIT CORPORATIONS/
Classification, , /
Mutual benefit/
Public benefit, /
BENEVOLENT ASSOCIATIONS, CORPORATIONS AND SOCIETIES/
See also Beneficial Associations; Charitable Corporations; Hospitals Asylums/
Beneficial associations/
Classification/
Colleges/
Hospitals/
Name, protection/
Purpose of incorporation/
Purposes/
Schools/
Tort liability/
BEQUESTS/
Association, effect of bequest to, before incorporation/
Corporation acquiring own stock/
De facto corporation, bequest to de facto corporation/
Foreign corporations, acquisition of property by corporation/
Personal property, acquisition/
Stock/
Ultra vires transactions, /
BEST EFFORTS/
Underwriting agreements, , /
BILL OF INTERPLEADER/
Corporations, right to file/
BILLS/
See Promissory Notes/
BLACKLISTS/
BLANK STOCK/
See Preferred Stock/
BLUE SKY LAWS/
Administrative enforcement/
inspection of records/
investigations/
judicial review/
subpoena power/
Agents/
registration/
Annuity contracts/
Antifraud provisions/
Antitakeover legislation/
Appeals, administrative orders/
Associations/
Attorney’s fees/
Banks/
Bonding requirements/
Books and records, duty to keep/
Broker-dealers definition/
licensing requirements/
registration/
surety or fidelity bonds/
Building and loan certificates/
Burden of proof, exemptions/
Business trusts, /
Cemetery lots/
Civil liability/
attorney’s fees/
burden of proof/
costs/
damages/
estoppel/
evidence/
exchange of shares/
in pari delicto defense/
interest/
punitive damages/
recovery of consideration paid/
rescission offer/
rescission remedy, -/
settlement offer/
Classifications of securities/
Close corporations, stock as security/
Conflict of laws/
Consideration for stock, inadequacy/
Consolidations/
Constitutionality/
Construction of statutes/
Contracts for sale and purchase of securities/
Control person liability/
Control share acquisitions/
Corporations subject to regulation/
Costs, recovery in civil actions, /
Criminal liability/
administrative referrals/
burden of proof/
defenses/
evidence/
indictment and information/
intent/
knowledge/
lack of knowledge defense/
scienter/
Damages/
Deeds/
Definitions/
agent/
broker-dealer/
investment adviser/
offer to sell or purchase/
person/
sale and sell/
sales representative/
security/
Director and officer liability/
Educational corporations/
Employee liability/
Evidence of compliance or noncompliance/
Examination of records/
Exchange-listed securities/
Exchange of securities/
Exemptions/
burden of proof/
consolidations/
exchange-listed securities/
exchange of securities/
isolated nonissuer transactions/
limited offerings/
mergers/
private offerings/
reorganizations/
sale of assets/
stock dividends/
unsolicited sales/
Federal securities laws, correlation to/
Fidelity bonds, necessity/
Fraudulent securities transactions/
History/
Injunctive relief/
Inspection of records/
Interest, recovery in civil actions, /
Investigation of violations/
Investment contracts/
Isolated nonissuer transactions/
Issuance of bonds/
Issuance of securities/
estoppel to deny validity/
noncompliance/
Joint ventures/
Judicial review, administrative orders/
Jurisdiction/
Licensing requirements, surety or fidelity bond/
Limited offerings/
Market manipulation/
Mergers/
Merit regulation/
Misleading filings/
Noncompliance, effect of/
Offer to sell or purchase, definition/
Officer and director liability/
Partnerships/
Payments for stock, inadequate consideration/
Permits, failure to obtain, stock subscriptions/
Person defined/
Pleadings/
Pledges of stock, regulatory protection/
pledgor’s right to relief/
title and rights of pledgor/
Private offerings/
Promissory notes/
Promoters/
Punitive damages/
Purchases and sales/
purchases of securities/
Purpose/
Real estate/
Registration/
exemptions, , -/
Reorganizations/
Reporting requirements for sales of securities, controlling interests/
Rescission/
action by corporation/
exchange of shares/
seller’s offer/
Retroactivity of statutes/
Revocation of securities dealer’s registration/
Sale, definition/
Sale of assets/
Sales or purchases of stock shareholder liability/
statutory liability of shareholder/
Sales representatives definition/
registration/
Secondary liability/
Security, definition/
Settlement offer/
Shareholders/
illegal issuance of shares/
Statute of limitations civil actions/
criminal prosecutions/
Stock/
dividends/
issuances/
unpaid subscriptions/
Surety bonds, necessity/
Takeover bids/
Tender offers/
Uniform Securities Act/
administrative enforcement/
agent defined/
antifraud provisions/
broker-dealer defined/
burden of proof/
civil liability, , , /
conflict of law provisions/
criminal liability, ,/
damages/
exemptions from registration/
injunctive relief/
investment adviser defined/
isolated transaction exemption/
judicial review of orders/
limited offerings/
market manipulation/
misleading filings/
offer to sell or purchase, definition/
person defined/
private offerings/
registration requirements/
rescission remedy/
offer/
sale, definition/
sales representative defined/
security, definition/
Uniform Securities Act/
settlement offer/
statute of limitations civil actions/
criminal actions/
Unsolicited sales/
Vicarious liability/
Violations/
civil liability, , /
revocation of securities dealer’s registration/
void or voidable securities/
Violations, effect/
actions to recover purchase price/
administrative enforcement, /
creditors’ actions against shareholders/
enforcement of contracts/
Void or voidable securities/
Voting laws/
Voting trust certificates/
Watered stock/
BOARD OF DIRECTORS/
See Directors/
BONA FIDE PURCHASER/
See also Certificates of Stock; Sales or Purchases of Stock; Uniform Commercial Code Foreclosure
of mortgages, defenses/
Pledged stock/
Reorganized corporations/
Transfer of stock/
BONDHOLDERS BONDS, DEBENTURES, COUPONS AND CERTIFICATES/
See also Bonds, Debentures/
Coupons and Certificates; Fidelity Bonds Actions/
amount of recovery/
bond rights/
charter restrictions/
conditions precedent, failure to comply/
consideration, defenses/
coupons/
defenses/
diversion of bonds, defenses/
enforcement of judgment/
estoppel/
failure of consideration/
illegality of consideration/
inadequacy of consideration/
issuance of bonds, irregularities/
laches/
maturity acceleration, provisions/
misapplication of proceeds, defenses/
payment, defenses/
ratification/
rights, standing/
sale of bonds, effect of irregularities/
shareholders’ consent, defenses/
trustee, recovery of judgment/
ultra vires acts/
usury, defenses/
want of consideration/
want of title/
Bona fide holders/
actual notice/
conflict of laws/
consideration for transfer/
duty to inquire/
evidence/
interest due after default/
notice/
constructive/
duties of inquiry/
interest due after default/
relationship to transferor/
trustee/
willful blindness/
pledgees/
purchasers, rights/
transfer/
after maturity/
collateral/
interest or coupons overdue/
willful blindness/
Committees, compliance with securities laws/
Conflict of laws/
Derivative actions/
Foreclosure of mortgages actions against trustee/
estoppel defense/
joinder of all bondholders/
laches defense/
litigation/
majority bondholders, rights of/
minority bondholders, rights of/
necessity for request that trustee foreclose/
ratification/
recovery of trust funds litigation/
representative actions/
right to foreclose/
right to sue on default/
sufficiency of request of bondholders/
suits to foreclose mortgage/
Injunctions/
security, injury to/
Interest due after default/
Meetings/
Minority bondholders, rights/
Minority rights/
Provisions in trust indenture/
Rights/
Right to sue/
default/
guaranty/
Voting, corporate meetings and elections/
Voting at corporate meetings and elections, rights/
Watered stocks, rights/
/
See also Bondholders; Fidelity Bonds Acceleration clause/
scope/
Actions/
bondholders/
conflict of laws/
coupon bond holders/
coupons, -/
debenture holders, right to bring action/
defenses/
representative actions, bondholders/
restrictions on right to sue/
Additions, effect upon negotiability/
Antecedent indebtedness, corporate bond pledge as security/
Anticipatory breach/
Antidilution clauses/
Attachment against/
Authentication/
Bearer bonds, not tax exempt unless registered/
Blank spaces/
Bona fide purchaser, notice, UCC/
Bonded indebtedness, shareholder consent/
Bond registration/
Bonds/
definition/
illegally issued, return/
Bonus, bonds/
Call premium/
Cancellation/
Certificate/
Certificate of trustee provisions/
Classes/
coupon bonds/
creative debt securities/
funding bonds/
income bonds/
municipal corporation/
private corporation/
quasi public corporation/
refunding bonds/
registered bonds/
stock purchase warrants/
Collateral trust bonds/
Conditions, construction of/
Consideration/
antecedent debts/
bona fide holders/
bonus, stock issue/
conflict of laws/
failure/
illegality/
inadequacy/
issuance below par/
fictitious increase of indebtedness/
pledge, bonds/
purchase by officers of corporation/
usury statutes/
necessity/
pledge securing antecedent debt/
price/
promissory notes/
remedies of shareholders and corporations/
state standards/
want/
Construction/
Contents/
Conversion/
option, preferred stock/
stock into bonds/
Convertible bonds/
antidilution clauses/
enforcement actions and remedies/
issue agreement, nature and effect/
rights, bondholders/
validity/
Corporate, taxation/
Corporate power, purchase own bonds/
Coupons actions/
bondholders’ rights/
defenses/
execution, judgment/
laches/
limitations/
payment as defense/
production, bonds and coupons/
time to sue/
bona fide holders, UCC provisions/
construction/
definition/
detached/
mortgage as covering/
holders/
interest/
federal rule/
overdue, recovery coupon action/
past due coupons/
rate/
interpretation/
matured coupons/
mortgage debt/
pledgees’ rights/
maturity/
mortgage covering rights/
nature/
bonds/
past due/
payment/
effect/
purchase distinguished/
principal/
signature/
signing, necessity/
transfer/
bonds/
overdue interest/
Creative debt securities/
Debentures, /
convertible debentures/
coupon debentures/
junk bonds/
registered debentures/
subordination/
Delivery/
Deposited by foreign corporation, taxation/
Directors, nonrecourse agreements/
Dividends, payment with bonds/
Equipment trust obligations/
Estoppel to deny legal incorporation/
Exchanges/
Execution/
Fictitious increase of indebtedness, reacquired bonds/
power of state to regulate/
taxation of deposit/
Form/
Guaranteed/
Guaranty/
actions, defenses/
bond/
construction/
defenses/
implied powers/
indorsements, bonds/
interpretation and construction/
joint and several liability/
negotiability/
power to give/
Holder in due course/
corporate bond maker/
notice, constructive/
Holders/
derivative proceedings/
interest coupons/
remedies, /
Income bonds/
accounting, bondholders/
default/
definition/
discovery, bondholders/
expenditures, discretion of directors/
expenses, deductions/
injunction, misapplication of bonds/
rights/
Incomplete bonds/
Indentures/
bondholders’ rights and remedies/
trustees/
bondholders’ claims against/
Indorsement/
Instruction/
Insurance, insolvency of issuing corporation/
Intent of parties/
Interest, -/
necessity, demand of payment/
pledgees’ rights/
post-maturity/
underwriter’s right to recover/
Interim certificates definition/
Interpretation/
Investment securities, UCC transfer/
Issuance/
amount/
appeal bonds/
attachment bonds/
bonus, bond issue/
consent/
public service commission/
shareholders/
Surface Transportation Board/
consideration/
consolidation/
convertible bonds/
cost bonds/
deed of trust, necessity/
de facto corporations, powers/
definition/
dependent on purpose for which issued/
directors, powers/
discount/
estoppel/
fees, payment/
general rule/
illegal funds, return/
investment securities/
legality, standing to challenge/
mergers/
mortgage, necessity/
negotiable bonds/
pledge, bonds/
power to issue, power to pledge/
preincorporation/
promoters/
payment/
purpose for which issued/
ratification/
reissue, payment or satisfaction/
reorganization agreements/
reorganized corporations/
securities laws/
shareholders/
subsequent mortgage affecting issuance right/
Junk bonds/
Legality of bonds, state determination/
Legislative history, construction of bonds/
Leveraged buyouts/
Liabilities of directors or officers, nonrecourse agreements/
Limitations in indenture, notice/
Lost bonds, rights/
Maturity/
Minority shareholders, rights and powers, /
Mortgages/
bondholders, reimbursement by trustees/
certificate/
restrictions/
Naming instruments/
Negotiability/
conflict of laws/
contents/
coupons/
form of bonds/
guaranty, indorsed on bonds/
interim certificates/
mortgage or deed of trust references/
omissions, effect/
payment/
recitals/
references, other instruments/
registered bonds/
stolen bonds/
Nonrecourse agreements, effect on director’s or officer’s liability/
Officers, duties and liabilities nonrecourse agreements/
Original bond, security for refunding bonds/
Payment and satisfaction/
acceleration clause/
acceleration of maturity, provisions/
bond provisions/
days of grace/
defenses, action on bonds/
demand, necessity/
election/
extension of time/
gold clause/
lien of bondholder/
maturity/
medium/
mortgagor’s funds/
option, corporation/
payment, place/
place for demand/
place of payment/
reacquisition, payment or purchase/
registered bonds, payee/
reinstatement clause/
reissue of bonds/
scrip as payment of interest/
sinking fund/
stock conversion/
surrender/
Payments for stock/
Pledges/
accounting by pledgee/
amount recoverable, pledgee/
antecedent debts, pledge, /
bona fide holder, pledgee/
cancellation, pledged bonds/
constructive trust, accounting by pledgee/
equity of redemption, assignment/
foreclosure of mortgages/
rights of pledgees/
liability, pledgee/
officer, debt owing/
overdue interest coupons/
par, less than/
pledgees/
duties/
rights/
power to pledge/
preexisting debts, security/
purchaser, rights/
reacquired bonds/
redeemed bonds, power to pledge/
registration, pledgee/
sale, pledgee/
substitution/
transfer, collateral/
withdrawal of collateral/
Preincorporation issuance/
Priorities, exchange of old bonds for new/
Promoters’ issuance/
Protective bondholders’ committee, powers/
Provisions/
Purchaser in good faith/
Purchases/
directors/
maturity, UCC rule/
Quieting title/
Redemption before maturity/
Refunding bonds definition/
fee/
original bonds, security/
Registered bonds negotiability/
tax exempt/
Registration/
coupon bonds/
pledgee/
Remedies/
Renewal/
Reorganizations/
bondholders’ rights and liabilities/
bondholders not participating at forced sale/
deposits of securities/
withdrawal/
dissenting bondholders/
equality among bondholders/
junior bondholders/
minority bondholders/
necessity for consent/
nonassenting bondholders’ remedies/
right to property bought for bondholders’ benefit/
new corporations, power to issue/
Repurchase agreements/
corporate repurchases/
Repurchase of warrants/
Resale of reacquired bonds/
Sale/
Sinking funds/
financial condition of company/
investment of funds/
reduction of amounts by charter amendment/
taxes, payment from sinking fund/
Special contract bonds, validity/
Stock distinguished/
Stock purchase warrants/
Subordinated debentures/
Subscriptions/
assignment/
cancellation, subscriber/
Subscriptions/
rescission, subscriber/
trust fund/
Substitution/
collateral, pledgees’ rights/
Transfer and negotiability/
bondholder objections/
Trust deed, reference/
Trustees/
declaration and default/
bondholder’s guaranty rights/
liability/
bondholders guaranty rights/
parent and subsidiary/
Trust Indenture Act of /
Trust Indenture Reform Act of /
Underwriting agreements delivery of bonds/
underwriter’s right to interest/
bona fide purchasers/
contents/
contract terms/
conversion/
coupons/
holders/
negotiability/
overdue interest/
transfer/
debt limits/
defenses/
delivery, , , /
good faith/
holders’ rights/
incompleteness/
initial transaction statements/
lost bonds/
maturity/
negotiability, -/
notice, adverse claims/
overdue/
bonds/
coupons/
pledges/
pledgees’ duties/
pledgees’ rights/
protected purchasers/
registration,/
security/
staleness/
stolen bonds/
theft/
transfers, , -, /
Uniform Commercial Code, stock purchase warrants/
Unlawful dividends, enforceability of bonds given/
Unregistered bonds, interest deduction loss/
Validity, /
Voting rights of bondholders/
Warrants/
Warrants, director’s power to give/
Zero coupon bonds/
subordinated debentures/
BONUSES/
See Directors; Officers and Agents; Salaries and Other Compensation/
BOOKING COMPANIES/
See Foreign Corporations/
BOOKKEEPERS/
See also Accountants; Service of Process/
Banks, knowledge or notice imputed to bank/
Knowledge or notice imputed to corporation/
BOOKS AND RECORDS/
See also Evidence; Inspection of Books and Records Access/
members of nonprofit corporation/
shareholders/
Admissibility/
admission of corporation/
agents, against/
authentication of records/
best evidence, against/
bylaws/
copies/
corporation, against/
directors, against/
false entries/
fictitious entries/
forged entries/
fraternal corporations/
members, against/
membership corporations/
microfilm/
minutes/
mutual corporations/
nonprofit organizations/
officers and agents, against, /
part of minutes or bylaws/
public records/
reports of corporations/
securities registration statements/
shareholders/
status/
stock books/
strangers, against/
third persons, against/
value of stock/
book value/
Alteration/
Ambiguous records/
Amendments/
force and effect/
Audit records retention/
Authentication copies/
evidence/
Bank directors or officers, duties and liabilities/
false entries, /
Burden of proof/
Computer disks/
Concealment/
Confidential information/
Consideration, issuance of stock/
Conversion of form/
Copies/
authentication/
Custodians/
self-incrimination privilege/
Custody/
custodians/
remedies to enforce/
Destruction/
Directors, duties and liabilities document destruction/
false entries/
negligent inspection/
Duty to keep/
account books/
enforcement/
minutes/
particular books and records/
shareholder lists/
stock issuance, holding and transfer/
Enforcement/
Evidence/
admissibility/
best evidence/
corporation, against/
directors, against/
members, against/
officers, against/
strangers, against/
third persons, against/
ambiguous records/
authentication/
best evidence rule/
copies, /
extrinsic evidence, , /
hearsay/
matters not recorded, proof by parol or extrinsic evidence/
microfilm/
mutual corporations/
nonprofit organizations/
organization of corporation/
parol/
prima facie evidence/
secondary/
stock ownership, stock transfer books/
voting, right to vote stock/
False entries/
criminal liability/
statutory liability/
Falsification/
directors’ or officers’ liability/
Falsifying documents/
Fictitious entries/
Filing, public/
Foreign corporations, inspection by shareholders/
requirement that books and records be kept in state/
Forged entries/
Form/
Fraternal corporations/
Gifts of stock, registration/
Hearsay evidence/
Illegally seized documents/
Inspections/
Internal affairs doctrine, inspection rights/
IRS summons/
Magnetic tape/
Mandamus to compel return to corporation/
Matters not recorded, proof by parol or extrinsic evidence/
Memoranda within statute of frauds/
Microfilm/
Minutes/
best evidence rule/
minute books/
statute of frauds/
written instruments distinguished/
Mortgages and deeds of trust, remedies to compel trustee to produce/
Mutual corporations/
members and membership/
Officers, duties and liabilities document destruction/
false entries/
Parol evidence/
matters not recorded/
Payments for stock/
Photographs/
Place of keeping/
Pledged stock, registration, , /
Production/
antitrust cases/
attorney-client privilege, /
certificate of inspection/
civil rights cases/
confidential internal investigation documents/
constitutional challenges/
contempt/
criminal proceedings/
depositions/
discovery proceedings of parties to suit/
dissolved corporations/
duty, /
equal employment cases/
excuses for failure to comply/
federal courts/
Federal Rules of Civil Procedure, /
internal investigation documents/
jurisdiction/
lawsuits/
limitations/
privilege against self-incrimination, , , /
process to compel/
prosecutions/
public/
proceedings/
records/
remedies/
rules/
self-incrimination privilege, /
sole shareholders/
statutory proceedings/
subpoena duces tecum/
subpoenas/
tax records/
work-product rule/
Public filing/
Public records/
Receivership as affecting right to possession/
Record date, fixing/
Recording, public/
Removal/
Requirement to maintain/
Requisites/
Return to corporation, remedies to compel/
Sarbanes-Oxley Act of , duties under, /
Secretary of corporation, powers and duties/
Seizure, Fourth Amendment/
Statute of frauds/
Stock books/
certificate books/
record date/
transfer books/
Subpoenas duces tecum, , /
Subscriptions to stock, proof/
Sufficiency/
Tax records, production/
Transfer books/
Transfers of stock, registration gifts of stock/
pledged stock, /
Treasurer of corporation, duties/
BOOM COMPANIES/
See Classifications of Corporations; Quasi-Public Corporations/
BORROWING MONEY/
See also Loans/
Action to recover money loaned, defenses/
Acts constituting/
Amounts corporation may borrow/
Character of corporation affecting power/
Charter provisions/
Defenses to action to recover money loaned/
Evidence of loan/
Extent of power/
Limitations/
Manner of exercising power/
National banks/
Nature of corporation affecting power/
Power/
bank to borrow/
character of corporation affecting power/
dependent upon purpose for which borrowed/
national banks/
nature of corporation affecting power/
Reconstruction Finance Corporation/
religious corporations/
savings and loan association/
speculation, borrowing for/
Prohibitions/
Purpose for which borrowed/
Security for loan/
Speculation, borrowing for/
Statutory prohibitions or limitations/
Terms of loan/
BOTTLING/
See Manufacturing Corporations; Purposes of Incorporation/
BOYCOTTS/
See also Antitrust; Federal Trade Commission Bottleneck theory/
Group boycotts/
Insurance/
Intent theory/
Per se violations/
Rule of reason/
Unilateral/
BOY SCOUTS OF AMERICA/
See Torts/
BRANCH BANKS/
See Banks and Banking/
BRANCH MANAGERS/
General managers distinguished/
Powers, /
BREACHES OF DUTY/
BREACHES OF TRUST/
BREAKING AND ENTERING/
See Torts/
BREWING COMPANIES/
See Powers/
BRIBES/
BRIDGES AND BRIDGE COMPANIES/
Attachment of property exemptions/
franchises/
Construction of bridges, classification of corporations/
Creation, acts of Congress/
Execution against property exemptions/
franchises/
Federal, /
Franchises, attachment or execution/
BROADCASTING COMPANIES/
Fairness doctrine/
Federal Communications Commission/
Frequency allocation/
Scarce resources, allocation of/
BROKERAGE BUSINESSES/
See Stock and Bond Brokerage/
BROKERS/
See also Stock and Bond Brokerage;/
Uniform Commercial Code Foreign corporate customs broker/
Officers, power to employ, , /
Securities Investor Protection Act of /
Shareholders’ liability/
BUILDINGS/
Amendment of articles of incorporation, reservation of power/
Power of corporation to erect/
BULK TRANSFERS/
Bulk sales acts/
Exceptions/
Uniform Commercial Code applicability, /
BURDEN OF PROOF/
See Evidence/
BURIAL ASSOCIATION/
See Cemetery Corporations/
BUSINESS AGENTS/
BUSINESS CORPORATIONS/
Classification/
Finance companies/
Purposes/
BUSINESS JUDGMENT RULE/
See also Directors; Meetings of Shareholders; Nonprofit Corporations ALI Principles/
Bad faith/
Bank directors/
Burden of proof/
Compensation of management/
Corporate control contests/
amendment of charter documents/
auctioning firm, management’s duty/
dead hand rights plan/
defensive methods/
Corporate control contests/
Delaware’s heightened standard/
employee stock option plan, adoption of/
golden parachutes/
greenmail/
informed decisions, board’s duty/
lock-up options/
poison pills/
supermajority provision in bylaws/
Unocal test/
white knights/
Corrupt motive/
Criminal acts/
Derivative suits/
refusal to sue/
special litigation committee/
Directors’ duty of care/
Disclosure, duty of/
Disinterested directors/
Dividends/
Duty of care/
Enhanced judicial scrutiny test/
Entire fairness analysis/
Executive compensation/
Failure to act/
Fraud/
General duties and liabilities/
Independent directors/
Informed decisions, board’s duty/
Informed directors/
Limited liability companies managers/
Limit on shareholders’ right to question actions of directors/
Loyalty, duty of/
Management general duties and liabilities/
Meetings of shareholders, postponement/
Nonprofit corporations, /
Policies justifying rule/
Postponements of meetings of shareholders/
Rationale/
Scope/
Takeovers/
amendment of charter documents/
auctioning firm, management’s duty/
defensive methods/
employee stock option plan, adoption of/
golden parachutes/
greenmail/
lock-up options/
poison pills/
Unocal test/
white knights/
Ultra vires acts/
Waste of corporate assets/
BUSINESS MANAGERS/
See Managers/
BUSINESS TRUSTS/
See also Trust Companies; Trusts;/
Trusts and Associations Actions/
appraisal rights/
derivative suits and class actions/
Advantages over corporation and partnership/
Agreements/
filing and recording/
form and contents/
trusts vs partnership/
Antitrust laws/
Appraisal rights/
Associations distinguished/
Attitude of courts toward/
Bankruptcy/
Beneficiaries and shareholders/
dividends, provisions as to distribution/
duties/
extent of interest in estate/
liabilities/
meetings of shareholders/
nature of interest in estate/
rights/
shares and certificates of stock/
Texas rule as to liability of/
shareholders or associates/
transfer of shares/
trustees, liability/
Blue sky laws/
applicability/
Certificate of beneficial interest/
Class actions/
Corporations distinguished statutory provisions/
Creditors and claimants priorities/
rights/
Definition/
Derivative suits/
Dissolution/
Dividends, distribution/
Duration/
Fictitious name/
Governmental control blue sky laws/
equal protection/
federal securities laws/
Joint stock companies, distinguished/
Legal disability, persons under/
Legality/
Liability of trust estate/
Meetings of shareholders, provisions in agreement/
Name/
Nature/
Partnerships, agreement as constituting/
Persons who may create/
Priorities, lien given members/
Purposes/
Real estate investment trusts (REITs)/
Receivers/
Registration of fictitious name/
Restraints on alienation/
Rule against perpetuities/
Securities laws/
blue sky laws/
federal/
Shares/
transfer/
Subscriptions forfeiture/
fraud in procuring/
rescission/
Taxation/
Termination/
Title, beneficiaries and shareholders/
Trustees/
adverse interest, effect/
agency/
allowances/
beneficiaries and shareholders, liability to/
compensation/
contracts, liability/
cotrustee, liability for acts/
delegation of powers/
direction of court/
exemption from liability, /
fiduciary duties, liability/
indemnity/
jurisdiction/
majority action, necessity for/
principal/
qualifications/
removal/
resignation/
rights, powers, duties and liabilities/
shareholder/
standard of care/
succession/
torts, liability/
trust estate, liability/
united action, necessity for/
venue/
Trust estate, liability/
Uniform Statutory Trust Entity Act/
Winding up/
BYLAWS/
See also Pleadings/
Accommodation paper/
Acquisition of members, regulations/
Admissibility in evidence/
Adoption/
by whom to be exercised/
certification/
custom/
delegation by shareholders/
directors, powers/
emergency/
essential to organization/
formal requisites/
limitations on powers/
necessity/
posting and publication/
powers/
prerequisite of corporate action/
shareholders, powers/
statutory provisions as controlling/
Agents, notice of powers or authority/
Alienability of stock disposed of by will/
Amendments/
conflict of laws/
consent to amendment/
construction as prospective or retroactive/
directors, powers/
director voting/
disobedience of bylaws/
express grant of power/
fairness/
formal requisites/
impairment of contract rights/
limitations on power/
mode/
persons who may exercise power/
powers/
procedures/
proof/
quorum/
shareholder/
contract or vested rights/
powers/
shareholder voting/
vested rights, , /
Approval/
directors or officers/
Arbitrary bylaws/
Articles of incorporation conflict/
distinguished from bylaws/
Binding effect on officers and agents, /
Bond of officers, regulations/
Books and records, inspection, , , /
Burden of proof, /
Charter/
consistency essential/
provisions as bylaws/
Close corporations, bylaws as unnecessary/
Common law, violation/
Compensation of directors and officers/
amount/
Complaints/
Condominiums/
Conflict of laws as to validity and effect/
Conformity to law as essential/
Constitution, contravention/
Construction/
beneficial associations/
fraternal associations/
in favor of validity/
Contracts/
between corporation and members/
invalid bylaws/
Contravention of law as judicial question/
Corporate powers/
Corporation as bound by bylaws/
Cumulative voting/
Decisions of the court, contravention/
Declaration of condominium/
Defenses, suit of third person against corporation/
Definition/
Designation of successors to office/
Directors/
adoption of bylaws/
amendment of bylaws/
bound by bylaws/
compensation/
election of directors of public corporation/
eligibility/
liability/
limiting or eliminating/
powers/
prescribing or limiting statutory powers and duties/
qualifications/
quorum/
regulations/
removal/
repeal of bylaws/
violating statutory provision as to election/
voting/
waiver of bylaws/
Discipline, regulations/
Distinction between bylaw and resolution/
Effect/
Elections/
directors of public corporation/
regulations/
Eligibility of officers and directors/
Emergencies/
Employment contracts/
Enforceability of contract/
Enforcement/
Enlargement of powers of corporation, validity/
Estoppel to set up/
Evidence/
Extension of existence of corporation/
Foreign corporations, pleading bylaws provisions/
Fraternal and benefit corporations, construction of bylaws/
Functions/
Fundamental changes in corporation, validity/
Illegality of act under bylaws/
Impairment of contract obligations/
Inchoate rights, by laws affecting/
Inconsistency with charter and/
Indemnification/
corporate executives/
litigation costs, , -/
Inspection of books and records/
Internal tribunal, creation/
Invalid bylaw as enforceable contract/
Judicial notice/
Jurisdiction of court, ouster/
Laches as affecting/
Liens on stock/
Litigation, indemnification of directors and officers, , -/
Meetings calling/
method/
waiver of irregularities/
candidates, nominations/
conflicts with statutory provisions/
directors, regulations/
notice/
outside of state/
proxies, regulations/
quorum, supermajority requirements/
quorum of directors, regulations/
regulations/
time/
votes and voting, bylaws regulating, /
voting/
method/
number of votes per share, /
objections/
Members as bound by bylaws/
expulsion from membership, /
forfeiture of membership/
regulations/
transferability of membership/
Model Business Corporation Acts, restrictions on share transfers/
Municipal corporation laws distinguished/
Mutual aid association/
Nature/
New laws, proof of adoption/
admission, /
expulsion/
expulsion or disfranchisement/
forfeiture/
proxy voting/
retention/
transferability/
Notice/
agents’ powers or authority/
officers’ powers or authority/
Number of directors, regulations/
Officers and agents/
bound by bylaws/
compensation/
eligibility/
notice of powers or authority/
powers or authority, notice/
prescribing or limiting statutory powers and duties/
qualifications/
regulations/
violating statutes regulating selection/
Operation/
Oppressive bylaws/
Partial invalidity/
Payment of deposits, restricting/
Powers/
officers and directors, regulations/
Presumption of notice/
Privileges contrary to law/
Prohibition of authorized acts/
Proof/
Prospective or retrospective operation as affecting/
Proxies/
authorization of use/
inspectors of elections, obligation to accept/
restrictions on use/
Public policy, conflict/
Public welfare, must be consistent/
Purposes and objects of corporation, conflict/
Qualifications directors/
members, regulations/
officers/
officers and directors/
Quorum/
requirements/
shareholders’ meetings/
supermajorities/
Reasonableness, determination/
Regulation of particular matters, -/
Reinstatement of member of fraternal benefit association/
Removal of directors/
Repeal/
directors, powers/
formal requisites/
implied/
mode/
persons to exercise power/
powers/
procedure/
statutes as effecting/
Resolutions distinguished/
Restraint of trade, invalidity/
Restrictions/
duties and liabilities of corporation, invalidity/
proxy voting/
Restrictive stock transfers, governing law/
Rules and regulations distinguished, -/
rules operating on third persons/
Salaries of directors and officers/
Settlement of controversy/
Shareholders/
bound by bylaws/
consent or acquiescence/
liability/
majority shareholders, powers/
quorum/
regulations of rights and liabilities/
suits to set aside/
voting/
waiver of bylaws/
calling/
irregularities, waiver/
method/
candidates, nominations/
outside of state/
statutory provisions, conflict/
voting/
Statutory provisions violation/
Stock/
amount/
assessment/
conversion from common to preferred, regulation/
disposition by will affected by restrictive bylaw/
issuance/
matters pertaining/
preferred stock, issuance/
sale/
transfer/
mode/
noncompliance with requirements/
protection of corporation/
regulations/
restrictions/
irregularity or illegality of adoption/
representations, right to rely/
waiver provisions for payment of subscriptions/
Suits/
Supermajorities quorum/
voting/
Supermajority voting requirements, /
Termination of membership, regulations/
Third persons bound/
Transfers of stock/
compliance with bylaws/
restrictions/
Ultra vires/
Unenforceable bylaws as enforceable contract/
Uniformity of operation/
Unreasonable bylaws/
Validity/
partial invalidity/
unanimity of action of shareholders to amend bylaws/
unanimous stock vote for election of directors/
uniformity of operation/
Venue, corporate attempts to lay venue of suits/
Vested rights/
amendments, /
interference/
Voting and voting rights/
number of votes per share, /
supermajorities/
Waiver and estoppel, /
CABLE TELEVISION COMPANIES/
Classification, public utility/
Public utility, classification/
CALIFORNIA/
Cumulative voting, pseudo-foreign corporations/
General Corporation Law/
Pseudo-foreign corporations, cumulative voting/
CALLS/
CAMPAIGN FINANCING/
Securities act of/
Section () crowdfunding/
CAMPAIGN PRACTICES/
Federal Election Campaign Act/
Protected freedoms/
CANAL COMPANIES/
Attachment of property executions/
franchises/
franchises/
Franchises, attachment and execution/
Mandamus to compel performance of duties/
CANCELLATION/
See also Certificates of Stock Bonds/
subscriptions, certificates of stock/
Stock issuance, inadequate/
consideration as grounds, /
Watered stock, /
CAPITAL/
See also Taxation Actual/
Authorized stock/
Contribution to capital/
shareholder loans/
Cost of capital, affected by shares/
Definition/
Dividends/
balance sheet test/
equity insolvency test/
impairment of capital/
reduction of surplus/
Inadequate capitalization/
Issued stock/
Legal capital/
capital accounts/
par value/
treasury shares/
Loans by shareholders/
Measurement/
No-par value stock/
Outstanding stock/
Par value stock/
Reduction/
Reports by corporation/
Shareholders/
interests/
loan and contribution to capital distinguished/
loans/
Stated capital accounts/
Surplus, designation/
Surplus capital accounts/
Undercapitalization/
CAPITALIZATION/
Generally/
Bankruptcy/
Basis/
Compensation/
Controlled corporations generally/
immediately after exchange/
Debt or equity/
Effect on corporation/
Exchange requirement/
Holding period/
Investment companies/
Leasing/
Liabilities, assumption of/
Licensing/
Securities/
Security holders, effects on generally/
basis/
holding period/
income, midstream transfers/
intangible personal property/
property, definitions/
property transfers to controlled corporation/
services/
Shareholders, effects on generally/
basis/
holding period/
interests in partnerships, other entities/
services/
Taxable exchanges/
Taxable transfers/
CAPITAL STOCK/
See also Increase of Capital Stock; Reduction of Capital Stock; Subscriptions to Stock Actual capital/
Authorized stock/
Definition/
Double taxation/
Increase, /
amendments or repeal of articles of incorporation/
Issued stock/
Legal capital/
capital accounts/
no-par stock/
par value/
treasury shares/
Outstanding stock/
Statement in incorporation papers/
Subscriptions to stock oversubscription/
release from liability on unpaid subscriptions/
trust fund doctrine/
application of doctrine/
setoff by shareholder for balance due on stock/
Taxation/
authorized vs outstanding/
capital valuation/
capital valuation deductions/
application of doctrine/
setoff by shareholder for balance due on stock/
CAPPER-VOLSTEAD ACT/
Cooperative marketing associations, antitrust exemptions/
Sherman Act/
CARRIERS/
See also Common Carriers; Torts/
Breach of special duty carriers of goods/
passenger carriers/
assaults on passengers/
ejections of passengers/
false arrest or imprisonment/
protection of passengers’ feelings/
Classifications, quasi-public corporation/
Duty to protect passenger from arrest/
Foreign corporations, doing business in state, /
Goods/
breach of special duty/
subject to attachment, garnishment or execution/
Mergers and consolidations federal law/
Notice to shipper of seizure of goods/
Punitive damages/
Quasi-public classification/
Service of process/
Solicitation of business, basis for/
Statute of limitations, suspension of tolling/
CAR TRUST ASSOCIATIONS/
See Equipment Trusts/
CASH TENDER OFFERS/
Securities and Exchange Act/
CASUAL ACT/
Doing business within meaning of process statute/
CAUSES OF ACTION/
Corporations/
Defined/
Libel and slander/
Local actions/
Parties/
Receivers, breach of condition of bond/
Reorganized corporation/
Shareholders, collateral estoppel/
Transitory actions/
C CORPORATIONS/
Deductions, deferring/
Dividends, taxation/
Double taxation/
Income tax/
Loss disallowance rule/
Passive loss limitations/
Qualified small business stock/
S corporation coordination/
S corporation election/
Shareholders, distributions to/
Shareholder’s tax basis/
Tax advantages/
Taxation (federal)/
Transfer of shares, loss deductions/
CEMETERY CORPORATIONS/
Charitable immunity/
Classification, quasi-public/
Exemptions from taxation/
Powers/
Stock, consideration for issuance/
Tort liability/
CERTIFICATES/
See also Articles or Certificate of Incorporation; Receivers Estoppel to deny corporate existence/
False certificates, liability of officers or directors/
Foreign corporations, authority to do business/
revocation/
Organization certificates/
Trust shares/
CERTIFICATES OF DEPOSIT/
See also Banks and Banking Fictitious or spurious, wrongful selling/
Garnishment, property subject to being taken/
CERTIFICATES OF STOCK/
Attachment/
federal courts/
jurisdiction/
levy/
notice/
sale of stock/
Attachment/
situs of stock/
Authority to issue/
Blank, certificates signed in/
Cancellation/
fraud of promoters/
rights of corporation/
unauthorized increase of stock/
Conditions of issuance/
Contents/
Conversion/
refusal to deliver/
wrongful cancellation/
Definition and distinctions/
Delivery, /
damages, failure to deliver/
failure to deliver/
gifts of stock/
necessity/
pledged stock/
refusal/
sales or purchases of stock, , , /
Demand for issuance, necessity/
Destruction/
Duty to issue/
Equity jurisdiction/
cancellation of certificates/
Estoppel to deny validity/
forged certificates/
Evidence/
share ownership/
validity of stock/
Execution/
federal courts/
interest subject to execution, /
Execution/
levy/
notice/
sale of stock/
situs of stock/
title to stock, effect of execution, /
Facsimile signatures/
Failure to issue, actions and defenses/
Fictitious certificates/
liability of corporation/
purchasers, rights/
remedies of corporation/
Forged certificates/
Form/
Fractional shares/
Fraudulent issuance/
purchasers, rights/
Fungible goods/
Garnishment/
federal courts/
interest subject to garnishment/
jurisdiction/
levy/
notice/
sale of stock, /
situs of stock/
title to stock, effect of garnishment/
Gifts of stock/
Illegal issuance/
Indorsements, gifts of stock, /
Invalid/
Issuance, /
actions to compel/
agents, powers, , -/
authority to issue/
damages, refusal to issue/
delivery, necessity/
demand on corporation, necessity/
duty to issue/
equitable enforcement/
evidence/
fraud, ,/
illegality/
jury trial, actions to compel/
laches, actions to compel/
limitation of actions to compel/
mandamus, /
manner/
mistake of fact/
necessity/
negligence/
New York law/
officers, powers, , /
parol evidence/
payment for stock as condition/
power to issue/
proof/
remedies, refusal to issue/
right to issuance/
shareholders’ suits to compel/
specific performance to compel/
transferees/
transfers of stock, /
unauthorized/
Jurisdiction over certificates/
Jury trial, actions to compel issuance/
Laches as bar to suits/
lost or destroyed certificates, compelling reissuance/
Language on certificate as part of contract between holder and corporation/
Larceny/
Lien provisions/
lost or destroyed certificates, compelling reissuance/
Loss or destruction/
business corporations acts/
federal securities regulation/
indemnity bonds as condition to reissuance/
reissuance, actions to compel/
remedies/
SEC reporting requirements/
Misappropriation, /
Nature/
Necessity for share ownership/
Negligent issuance, liability of corporation/
New York law/
Nondelivery, defense to/
shareholder’s liability/
Ownership of stock, certificate as evidence, /
Parol evidence, issuance/
Possession, actions to recover/
Power to issue/
Preferred stock/
Proof of issuance/
Property rights/
Ratification of forged certificates/
Refusal to issue, remedies/
Remedies/
lost or destroyed certificates/
Replevin/
Rescission of stock purchase/
contracts, effect/
Seal/
Sequestration/
Shares of stock, distinction/
Signatures of officers and agents/
facsimile/
Situs, /
Specific performance to compel issuance/
Statement of rights/
Stolen certificates/
business corporations acts/
SEC reporting requirements/
Street name/
Taxation/
Tender/
appraisal rights, condition to exercise/
rescission of stock purchase contracts/
Title to stock, certificate as evidence/
Transfers of stock, /
restrictions/
Unauthorized/
purchasers, rights/
Uncertificated stock/
Uniform Commercial Code attachment, /
delivery/
destruction, -/
levy/
stolen/
Validity of stock, certificate as evidence/
Watered stock, voidability of certificate/
Wrongful cancellation/
CERTIFICATION/
Bank cashiers, certification of checks/
Bonds/
Checks, bank cashiers/
Secretary of corporation, powers/
CERTIFIED CHECKS/
See Checks/
CERTIORARI/
See Judicial Review/
Directors and officers, wrongful removal/
CESSATION OF BUSINESS/
Foreign corporations, service of process on designated officer affected/
CHAIRMAN OF BOARD/
See Directors/
CHANGE OF VENUE/
See Venue/
CHARITABLE CORPORATIONS/
See also Benevolent Associations, Corporations and Societies; Hospitals; Members; Membership
Corporations; Nonprofit Corporations; Torts/
Abrogation of charitable immunity doctrine/
Acquisition of property/
Actions, real parties in interest/
Antitrust, /
Asylums/
Bequests and devises/
Boy Scouts/
Business judgment rule/
Churches/
Classification, /
Colleges/
Conflict of laws/
County agricultural associations/
Determination of charitable character/
Directors/
business judgment rule/
fiduciary relationship/
gross negligence/
reckless misconduct/
standard of care/
charitable immunity/
strict trust standard/
torts/
willful or wanton misconduct/
Dissolution of assets/
Effect of public liability insurance/
Executions against property, /
Exemption from liability absolute exemption/
charity deriving revenue from properties/
implied assent theory/
public policy theory/
respondeat superior, inapplicability of rule/
trust fund theory/
waiver theory/
Exemptions from taxation, property use/
False imprisonment, liability/
Federal courts, rule of decision/
Federal Trade Commission Act, applicability/
Fiduciary relationships, directors or officers/
Gifts, acceptance/
Governing law/
Hospitals/
Humane societies/
Immunity/
charity deriving revenue from properties/
conflict of laws/
distinction between ministerial and professional duties/
federal courts, rule of decision/
liability insurance, effect on liability, /
officers/
qualified immunity, -/
rule denying immunity/
statutory immunity/
theories for immunity, -/
trustees/
Incorporation under special acts/
Insurance as affecting liability/
Liability/
directors and officers/
gross negligence/
Liability insurance/
effect on liability/
Libel and slander, liability/
Ministerial duties and professional duties distinguished/
Negligence/
Nuisance, liability/
gross negligence/
immunity from liability/
torts/
treasurer’s powers/
Origin/
Paying patients/
Powers/
Public or private corporation, classification/
Purposes/
Qualification/
Qualified immunity/
Rhode Island rule/
Rule denying immunity/
Rule of complete exemption/
Salvation Army/
Schools/
Slander/
Statutory liability or immunity/
Theories for immunity, -/
Third persons or strangers, liability/
Tort liability, choice of law/
Treasurer, powers/
Trustee, power to act/
immunity from liability/
Trustee, power to act as/
Types/
Waiver theory/
Workers’ compensation liability/
YMCA/
CHARITABLE PURPOSE/
Limited liability companies/
CHARTER/
See Articles or Certificate of Incorporation/
CHATTEL MORTGAGES See also Mortgages and Deeds of Trust; Secured Transactions Failure to file
resolution and consent of corporation/
Form and sufficiency/
retention of chattels, effect/
Seal as importing consideration Uniform Commercial Code/
CHATTELS/
See Mortgages and Deeds of Trust; Secured Transactions/
CHECKS/
See also Negotiable Instruments;/
Preference of Creditors of Banks Agents, payment of personal debts/
Certification, bank cashiers/
Consideration for stock/
Indorsement/
ratification/
Officers, powers/
payment of personal debts, /
president of corporation, -/
Payments for stock/
President of corporation, powers execution/
indorsement/
Ratification of indorsements/
acceptance or retention of benefits/
recognition or adoption/
Subscriptions to stock, payment/
Vice-president of corporation, powers/
CHIEF EXECUTIVE OFFICERS/
See also Executive Officers Attorneys, employment/
Classification/
Contracts of corporation, powers, -/
Definition/
Designation/
Duties/
Employment and employment/
contracts, powers/
Implied powers/
Powers/
compromise/
employment of attorneys/
settlement/
CHOICE OF LAWS/
See Conflicts of Laws/
CHOSES IN ACTION/
Attachment/
bonds/
Bonds/
Corporations, power to acquire/
Execution/
bonds/
Stock, distinctions/
Transfer/
corporation/
directors/
CHRISTIAN SCIENCE/
See Church Corporations; Religious Corporations/
CHURCH CORPORATIONS/
Christian Science, incorporation as unauthorized practice of medicine/
Classification/
Immunity from tort liability, conflict of laws/
Incorporation/
Members’ property rights and interests/
Model Nonprofit Corporation Acts, applicability/
Nonprofit purposes/
Property rights of members/
Purposes/
Shareholders, derivative actions/
Tort liability/
governing law/
CHURCHES/
See Religious corporations/
CITIES/
See Classifications of Corporations; Governmental Control; Municipal Corporations/
CITIZENSHIP/
Assumptions/
Congressionally created corporations/
Directors, requirements of office/
District of Columbia corporations/
Diversity of citizenship/
Dual citizenship/
Equal privileges and immunities clause of constitution, /
Estoppel to deny corporate existence as affecting/
Federal Constitution, corporations as citizens/
Federal jurisdiction/
shareholders’ citizenship, effect on status/
General rule/
Incorporators/
Jurisdictional purposes, -/
Merged corporations/
Multi-state corporations/
National banks/
Natural person compared/
Presumptions/
Shareholders/
citizenship as affecting status of corporations/
foreign corporation, effect on status/
judicial notice/
Tax purposes/
Territorial corporations/
CIVIL CORPORATIONS/
See Classifications of Corporations/
CIVIL RIGHTS/
See also Discrimination Actions by or against corporations/
Age discrimination/
Disabled persons/
Employment discrimination/
age discrimination/
disabled persons/
liability/
religion/
respondeat superior/
sex/
harassment/
hiring/
pregnancy/
wages/
Title VII actions, -/
vicarious liability/
Handicapped employees/
Liability/
Rehabilitation Act/
Religious discrimination/
Section , unreasonable searches and seizures/
Sex discrimination/
harassment/
hiring/
pregnancy/
wages/
Shoplifter detention, liability/
State law role/
Successor liability/
Title VII/
arbitration/
burden of proof/
Unreasonable searches and seizures/
CIVIL RIGHTS ACTS/
See Civil Rights; Discrimination/
CLAIM AGENTS/
See Agents/
CLAIMS/
See Bankruptcy; Dissolution of Corporations; Preference of Bank Creditors; Purchases; Receivers/
CLASSIFICATION OF DIRECTORS/
See Directors/
CLASSIFICATIONS OF CORPORATIONS/
Aggregate corporations, -/
Banks/
Benefit corporations, /
Benevolent/
Boom companies/
Business/
Cable television companies/
Carriers/
Cemetery companies/
Charitable, /
Cities, public corporation/
Close corporations/
Colleges/
Commercial/
Cooperatives/
Counties/
public corporation/
quasi-corporation/
De facto/
CLASSIFICATIONS OF/
Ditch companies/
Domestic/
Drainage districts/
Economic Opportunity Act/
Educational, /
Electric companies, -/
Elevator companies/
Finance companies/
Foreign/
Fraternal/
Gas companies, /
Heating companies/
Highway districts/
Historical background/
Hotel companies/
Ice companies/
Improvement corporations/
Industrial/
Irrigation companies and districts, , , /
Levee districts/
Light companies/
Literary/
Local government boards/
Manufacturing/
Mercantile/
Mining companies/
Mobile radio communication systems/
Moneyed/
Mutual benefit/
National/
Natural gas companies/
Navigation development companies/
Nonprofit/
Nonstock/
Oil companies/
Pecuniary profit/
Pipeline companies/
Power companies/
CLASSIFICATIONS OF/
Private/
definition/
nature/
particular types, /
public corporations distinguished/
Privately-held corporations/
Professional corporations/
Profit/
Public/
benefit/
cities/
counties/
definition/
municipal/
nature/
particular types, , , , /
private corporations distinguished/
school districts/
townships/
villages/
Public boards/
Publicly-held corporations/
Public service/
Public utilities/
Quasi-corporations/
Quasi-public/
Railroads, /
Reclamation companies and districts, /
Road districts/
School districts/
public corporation/
quasi-corporation/
Social/
Sole corporations, -/
States/
government boards/
Statutory classifications/
Stock/
Stock and bond brokerages/
Telegraph companies/
Telephone companies, /
CLASSIFICATIONS OF/
Tests for determining/
Townships/
public corporation/
quasi-corporation/
Trading/
Transportation/
Trust companies/
United States/
Universities/
Villages as public corporations/
Water companies and districts/
CLAYTON ACT/
See also Antitrust/
Cooperative marketing associations, antitrust exemptions/
Interlocking directorates, prohibition/
Sale of all corporate assets/
CLEAN HANDS/
CLERKS/
Shareholders’ liability for debts due/
CLOSE CORPORATIONS/
Actions by shareholders/
Attorneys, fiduciary duties/
Attributes/
Authority of shareholders/
Bequests of stock/
Blue sky laws, stock as security/
Buy-sell agreements/
Bylaws/
necessity/
quorum requirements/
supermajority voting requirements/
Characteristics/
Classification/
Conflicts of interest, shareholders/
Corporate opportunity/
Criminal liability/
Definition/
Delaware law/
Delegation of authority, directors, /
Directors/
delegation of authority/
duty to individual shareholders/
meetings/
powers, /
Dissolution, oppression of minority shareholders/
Dividends/
shareholders’ rights/
Fiduciary relationships/
shareholders, , /
Freeze-out of minority shareholders/
Incorporated partnership/
Incorporation/
Judgments against corporation conclusiveness/
shareholders’ interests/
Limited liability companies, distinguished/
fiduciary duties, /
sale of control/
Management/
characteristics/
Marital property, valuation of stock/
Meetings of directors, necessity/
Minority shareholders buy-outs/
fiduciary duty of controlling shareholders/
freeze-outs/
oppression/
squeeze-outs/
unfairness/
Model Business Corporation Act, application/
Model Statutory Close Corporation Supplement/
Notice or knowledge imputed to corporation/
Officers/
authority, notice/
knowledge or notice imputed to co-officers/
powers, notice/
shareholders, duties/
Oppression of minority shareholders/
Power of shareholders/
Preemptive rights of shareholders/
Publicly-held corporations distinguished/
agreements/
equal opportunity rule/
Sales or purchases of stock controlling interests/
majority shareholders/
repurchase agreements/
Shareholders/
adverse interest or title/
buy-outs/
characteristics of relationship/
competing business/
dividend rights/
directors/
fiduciary duties/
freeze-outs/
majority shareholders, , , /
management of corporation/
oppression/
preemptive rights/
squeeze-outs/
suits/
tort liability/
management/
voting/
Shareholders’ power or authority/
Squeeze-out of minority shareholders/
Stock/
bequests/
repurchase or redemption agreements, /
sales, repurchase agreements/
valuation/
valuation of shares/
Stock transfers, indemnity contracts/
Taxation (federal) generally/
constructive dividends/
loss limitations/
personal holding company tax/
related-party transactions/
Valuation of shares/
Valuation of stock/
marital property/
Voting agreements/
Williams Act/
CLUBS/
See Membership Corporations/
COLLATERAL ATTACK/
See also Judgments Attachment proceedings/
Discharge of receiver/
Elections of officers or directors, /
Title to corporate office, /
COLLATERAL ESTOPPEL/
See Judgments/
COLLATERAL PROCEEDINGS/
See Dissolution of Corporation/
COLLECTION AGENCIES/
See also Agents/
COLLECTIONS/
See Debts; Insolvency; Preference of Creditors of Banks/
COLLEGE PROFESSORS/
See Universities and Colleges/
COLLEGES/
See Educational Corporations; Universities and Colleges/
COLLUSION/
See also Fraud; Jurisdiction Notice to officers or agents, reliance on notice/
COLORADO/
Corporation Code/
Preference of creditors of insolvent/
COMBINATIONS AND MERGERS/
See Antitrust Laws; Merger and Consolidation/
COMITY/
Actions between foreign corporations/
Character of corporation as affecting/
Definition/
Discretion of courts/
Duty of courts/
corporations without power to act in state of creation/
evasion of state’s laws/
fraud upon state’s laws/
powers and rights, -/
rules stated/
Limitation of doctrine/
Local policy limitations/
Modification/
Object of corporation as affecting/
Powers and rights/
augmentation by comity/
particular rights and powers/
restriction to powers exercisable by domestic corporations/
supplying powers, comity as/
Public policy limitations/
Purpose of corporation as affecting/
Receivers, actions by and against/
State laws as applicable/
benefits conferred/
exemptions available/
liens, statutory rights/
privileges conferred/
remedies, right to pursue/
Withdrawal/
COMMERCIAL AGENTS/
See Agents/
COMMERCIAL BUSINESS/
See Purposes of Incorporation/
COMMERCIAL CORPORATIONS/
Classification/
Purposes/
COMMERCIAL PAPER/
See Execution of Corporate Instruments; Negotiable Instruments; Promissory Notes/
COMMISSIONERS/
COMMISSION MERCHANTS/
Consignments of goods as doing business in state/
Interstate commerce/
COMMISSIONS/
Underwriters/
COMMITTEES/
See also Executive Committees;/
Reorganization Audit/
Bondholders’ committee, rights/
Compensation/
Corporate governance/
Incorporation of partnerships and associations, provisions/
Nominating/
Power to act/
COMMODITIES/
Classification of corporations/
COMMON CARRIERS/
See also Carriers Converting to private carriers/
Duty of care/
Equal protection/
Punitive damages, breach of special duty to passengers/
Rules operating on third persons/
Service of process/
Solicitation of business, basis for/
Tort liability/
assaults on passengers/
ejections of passengers/
limiting by contract/
protection of passengers’ feelings/
protection of passengers from/
other passengers/
COMMON DIRECTORS OR OFFICERS/
Adverse interests between corporations/
Articles of incorporation provisions/
Bad faith transactions/
Bylaw provisions/
Clayton Act prohibition/
Committee of disinterested directors, appointment/
Common control of corporation/
Contracts, injunctions against/
Disinterested directors, appointment/
Fairness of transactions/
burden of proof/
presumptions/
Fraudulent transactions/
Injunctions against contracts/
Minority voting power/
Presumptions, validity of transactions/
Right to sue or defend/
Security transactions/
Standing to challenge transactions/
Suits by and against/
Unfair transactions/
Validity of transactions between corporations/
bad faith/
fairness standard/
fraud/
presumptions/
standing to challenge/
voting for approval/
Voting on transactions/
COMMON LAW/
See also Watered Stock Abatement and revival/
Assignments for benefit of creditors/
Bylaws inconsistent/
COMMON STOCK/
See Stock/
COMMUNITY PROPERTY/
See Dividends; Stock/
COMMUTER TRANSPORTATION DISTRICTS/
COMPARATIVE NEGLIGENCE/
Federal Employers’ Liability Act (FELA)/
Theories of liability/
COMPENSATION/
See Directors; Officers and Agents; Salaries and Other Compensation; Underwriting Agreements;
Unemployment Compensation; Workers’ Compensation/
COMPETING BUSINESSES/
See Conflicts of Interest; Directors; Officers and Agents; Shareholders/
COMPETITION/
COMPLAINTS/
See also Answers to Complaints;/
Pleadings; Replies Actions by or against corporations/
agency relationships/
agents, lack of authority/
amendments, -/
articles of incorporation as basis/
authority of corporation/
bylaws as basis/
causes of action/
change of name/
changing parties, -/
charter as basis/
claims for relief/
conditions precedent, allegation/
Agency relationships, alleging/
Amendments/
corporate existence, allegation/
misnomer of corporation/
new corporation, succession by/
parties, -/
partnership, substitution of/
substitution of parties, -/
Answers to complaints/
Articles of incorporation as basis/
Assumed names/
Authority of corporate officers and agents, alleging/
Authority of corporation/
Authority of officers or agents/
Authority to sue or defend/
Banks, corporate existence/
Bylaw provisions, alleging/
Capacity to sue or defend/
Captions/
Causes of action/
statutory/
Change of corporate name/
Changing parties/
amendments, -/
corporate officer to corporation, changing party from/
Charter provisions, alleging/
Claims for relief/
Contract/
Conversion of assets, directors or officers/
caption as sufficient allegation/
federal courts/
federal jurisdiction/
jurisdiction/
necessity for alleging/
substitution of parties/
sufficiency of allegations/
act of incorporation/
corporate name/
description in caption or/
introductory matter/
domestic corporations/
estoppel to deny incorporation/
multiple causes of action/
national banks/
time of existence/
Corporate existence, allegation/
Debt instruments/
Describing corporation/
Dismissal, motions/
Domestic corporations jurisdiction/
venue/
Federal courts/
amendments/
captions/
changing parties/
claims for relief/
counts, separation/
joinder of claims/
jurisdiction/
paragraphs, separation/
penalties/
prayer for relief/
sanctions/
signing of complaint/
supplemental pleadings/
venue/
verification/
Fictitious names/
Filings/
Foreign corporations, actions against/
Fraud, directors or officers/
Instruments/
Joinder of causes of actions/
Joinder of claims/
federal courts/
Jurisdiction, alleging/
federal courts/
Misappropriation of assets, directors or officers/
Misnomers/
amendments/
corporations/
Name of corporation alias/
assumed names/
change of name/
fictitious names/
misnomers/
successor corporations/
trade names/
Necessity/
Negligence, directors or officers/
Nonlawyer bringing suit/
Objections, method of raising/
alleging authority/
Parties/
amendments, -/
changing, -/
substitution, -/
Penalties/
Powers of corporation, alleging/
Prayer for relief/
Requirement/
Sanctions/
Secret profits, directors or officers/
Separation of counts/
Shareholder relationship, alleging/
Shareholders’ suits, direct actions/
Signing/
Statutory causes of action/
Striking, motions/
amendments, -/
partnerships/
Successor corporations/
Supplemental pleadings/
Torts, alleging/
Trade names/
Venue, alleging/
federal courts/
Verification, -/
Written instruments/
COMPLIANCE AUDITS/
Directors’ compliance duties/
Directors’ duty of care/
Sentencing guidelines/
COMPOSITIONS WITH CREDITORS/
COMPREHENSIVE/
ENVIRONMENTAL RESPONSE, COMPENSATION AND LIABILITY ACT (CERCLA)/
See also Conservation and Environmental Matters;/
COMPREHENSIVE/
Defenses to liability/
Dissolved corporation liability/
Divisions of corporations/
Joint liability/
Jury trials/
Lessee’s liability/
Liability/
Lists/
National Contingency Plan/
National Priorities List/
Officers and directors, personal liability/
Parent liability for subsidiary/
Passive releases/
Plans/
Procedures/
Shareholder liability/
Successor liability, /
COMPROMISE AND SETTLEMENT/
See also Arbitration Agents/
Bank, cashier’s powers, -/
Chief executive officers, powers of/
Conflicts of interest, directors/
Consolidations as affecting right/
Corporate power/
Directors/
Enforcement, contempt proceedings/
Foreign corporations, settlement as transacting business in state/
COMPROMISE AND/
Mergers as affecting right/
Minority shareholders, intervention/
Officers/
bank cashiers, -/
Ratification/
partial ratification/
Receiver, powers/
agreement with other shareholders as defense/
Shareholders/
creditors suits for unpaid subscriptions/
derivative actions/
intervention in corporate action/
merger, settlement of action to enjoin/
Stock, corporation taking to effect compromise/
COMPTROLLER OF THE CURRENCY/
See National Bank Act/
COMPUTATIONS/
See Evidence/
CONCURRENT JURISDICTION/
See Foreclosure of Mortgages/
CONDEMNATION/
See Eminent Domain/
CONDITIONAL SALES/
CONDITIONS PRECEDENT/
See also Contracts for Sale or Purchase of Stock Actions by or against corporations, -/
Creditors’ bills, , /
Dissolution of corporations, /
Forfeiture of charter/
Shareholders’ statutory liability, enforcement/
provision adding conditions to right to enforce/
Supplementary proceedings/
CONDOMINIUMS/
See also Cooperative Housing Corporations/
Association regulations/
construction/
Board of directors entity status/
management authority/
Bylaws/
Control by board of directors/
Declaration of condominium/
Deeds/
Definition/
Interference with use/
Management/
Recreational leases/
Statutes governing/
CONDUCTORS/
See Railroads and Railroad/
Companies; Street Railroad Companies/
CONFESSION OF JUDGMENT/
See also Judgments Constitutional due process/
Corporation in favor of officers/
Due process/
Officers/
authority to bind corporation/
Promissory notes/
Receivers, powers/
Treasurer of corporation, powers of/
CONFIDENTIAL OR INSIDE INFORMATION/
See also Insider Trading Accounting for profits from use/
Accounts/
Agents, disclosure or use/
Customer lists/
Directors and officers, disclosure or use/
breach of duties/
profits, accounting to corporation/
Disclosure or use/
Employees, disclosure or use/
Equity jurisdiction and protection/
Health Insurance Portability and Accountability Act/
Ownership/
Policyholder lists/
Profits from use, accounting by directors or officers/
Property interest/
Shareholders, ownership interests/
Trade secrets/
Use or disclosure/
CONFIRMATION OF SALE/
See Mortgages/
CONFLICTS OF INTEREST/
Acknowledgments, disqualification/
Agents/
knowledge imputed to corporation, -/
Approval of transactions/
interested directors/
shareholder-directors/
shareholders/
Attorneys/
derivative suits/
Bank officers/
Board of directors, ratification of transaction/
California law/
Condition precedent for rescission, return of consideration or payment for benefits received as/
Delaware law/
Directors/
acceptance of office, effect/
actions against corporation/
agent for adverse parties/
approval of transactions/
shareholders/
articles of incorporation provisions/
assignments/
breach of fiduciary duties, , /
burden of proof, fairness/
business judgment rule, application/
bylaw provisions/
California law/
capacity to act both individually and as corporate representative/
charter and bylaw provisions/
competing business/
compromise and settlement of claims/
Directors/
debts of corporation, payment/
de facto directors/
Delaware law/
disinterested directors/
domination by interested directors/
participation/
election of director, effect of/
irregularity or illegality/
estoppel to challenge/
extent of interest, -/
fairness/
burden of proof/
materiality/
presumptions/
fiduciary relationship, breach/
fraud/
governing law/
injury to corporation/
approval of transaction/
domination of disinterested directors/
presence at meeting to consider transaction/
presiding over meeting to/
consider transaction/
representative capacity/
voting on transaction/
issuance of stock/
judicial scrutiny/
laches as precluding challenge, /
law governing/
leases/
license contracts/
loans to corporation/
loans to directors/
majority of board/
Directors/
meetings to consider transactions domination by interested directors/
interest of presiding officer/
presence of interested directors/
quorum/
voting by interested directors/
option contracts/
ownership of all stock, effect/
partnership transactions/
patents/
payment of corporate debts/
presumptions, fairness/
purchases of corporate property, , /
qualifications of director, effect/
quorum at meetings to consider transactions/
ratification of transactions/
acquiescence/
board of directors/
effect/
manner/
minority shareholders’ rights/
relation back/
retention of benefits/
shareholders/
remedies/
rules governing validity of transactions/
sales of corporate property/
sales of stock/
sales to corporation/
shareholder ratification or approval, , /
Directors/
sole ownership of stock, effect/
spousal dealings/
state statutes/
stock sales or purchases/
subsidiary transactions/
termination of office, effect/
third parties, validity of contracts and transactions as to/
validity of transactions, rules governing/
voidability of transactions/
voting on transactions/
Estoppel to challenge transactions/
Imputed knowledge or notice, /
partnership dealings/
presumptions/
Interlocking directorates/
adverse interests between corporations/
bad faith transactions/
burden of proof, fairness of transactions/
bylaw provisions/
disinterested directors, appointment/
fairness of transactions/
burden of proof/
presumptions/
fraudulent transactions/
minority voting power/
presumptions, fairness of transactions/
unfair transactions/
Knowledge imputed to corporation, /
presumptions/
Laches as precluding challenge to transactions/
burden of persuasion/
fairness tests/
Meetings of directors to consider transactions/
quorum/
voting by interested directors, /
Minority shareholders’ rights/
Model Business Corporation Acts, , /
Notice imputed to corporation, /
presumptions/
Officers/
acting on instructions of superior officer/
ALI Principles of Corporate Governance/
approval of transactions, /
Officers/
assignments/
bank cashiers/
cancellation of contracts/
charter and bylaw provisions/
competing business/
contracts,/
disinterested officers participation/
estoppel to challenge transactions/
fairness/
burden of proof/
materiality/
presumptions/
fraud/
governing law/
judicial scrutiny/
knowledge imputed to corporation, /
fraud upon corporation/
fraud upon third parties/
presumptions/
sole actor doctrine, , /
laches as precluding challenge to transactions, /
Officers/
law governing/
leases/
loans to officers/
notice imputed to corporation, /
fraud upon corporation/
fraud upon third parties/
presumptions/
sole actor doctrine, , /
notice to third parties/
officer owning majority of stock, power to ratify/
patents/
purchases of corporate property, /
ratification of transactions/
acquiescence/
board of directors/
effect/
interested officer owning majority of stock/
manner/
relation back/
shareholders/
remedies/
sales/
scrutiny by courts/
Officers/
shareholder ratification or approval/
spousal dealings/
transactions/
corporation in which officer holds stock/
officer’s firm or partnership/
subsidiary corporation/
voidability of transactions, /
Payment for benefits received as condition precedent for rescission/
Ratification of transactions/
acquiescence/
board of directors/
effect/
manner/
relation back/
shareholders/
Receivers/
Rescission, return of consideration or payment for benefits received as condition precedent to/
Return of consideration as condition precedent for rescission/
Shareholder-directors, voting on transactions/
Shareholders, -/
approval or ratification, , /
Standing to challenge transactions, /
State statutes/
Voting on transactions/
CONFLICTS OF LAW/
Adequacy of consideration for stock/
Appointment of receivers, proceedings/
Assignment for benefit of creditor/
Bankruptcy Code, preemption of state insolvency statutes/
Blue sky laws/
Bondholders, rights/
Bonds, negotiability/
Change of venue, federal courts/
Charitable immunity doctrine/
Competency to vote at meetings of shareholders/
Contracts, stock sales or purchases/
Corporate choice of law rules/
Corporation holding stock in another, right to vote/
declaration of unlawful dividends/
Dividends/
Federal courts/
change of venue/
Foreign corporations powers/
right to maintain action/
Forum selection clauses/
Illegal contracts, effect/
Insolvency proceedings/
Interest on judgment or prejudgment interest/
Internal affairs doctrine/
directors and officers, actions against/
shareholders’ liability for unpaid subscriptions/
Mortgages and deeds of trust/
limitation of actions against/
Piercing the corporate veil, , /
Policy-based approach/
Purchases of stock/
Receivership proceedings distribution of assets/
priorities/
Sales of stock/
Shareholders’ agreements, validity/
actions to enforce/
laws controlling/
Statutes of limitations/
Stipulations, tort actions/
Stock transactions/
calls/
defenses to enforcement/
illegal subscriptions/
release/
Torts/
immunity of charitable corporations/
Transfer of stock/
Usury/
Venue, change/
Voting/
corporate meetings and elections/
shareholders’ voting agreements/
stock, validity of stock for voting purposes/
Watered stock/
CONGLOMERATES/
See Antitrust/
CONGRESS/
See also Creation of Corporations; Federal Corporations; Governmental Control; United States/
Citizenship of corporation created by Congress/
Extension of corporate charter/
Impairment of obligation of contract/
Residence of corporations created by Congress/
CONNECTICUT/
CONSENTS/
See also Shareholders Consolidation and merger creditors/
public officials/
shareholders/
Defamation, defense/
Foreign corporation, jurisdiction of actions against/
Jurisdiction/
Mergers/
creditors/
public officials/
shareholders/
Service of process on foreign corporation/
Shareholders/
liability for corporate debt/
transfers of property/
Transfers of all property/
Ultra vires acts of officers or directors/
CONSERVATION AND ENVIRONMENTAL MATTERS/
Comprehensive Environmental Response, Compensation and/
Liability Act (CERCLA)/
lessee ’s liability/
Environmental torts/
Gasoline or oil spills in navigable waters, liability/
Pollution, liability/
Rivers and Harbors Act/
Toxic Substances Control Act/
Water Pollution Control Act/
CONSIDERATION/
Coupons and Certificates; Contracts; Contracts for Sale or Purchase of Stock; Shareholders’
Agreements; Subscriptions to Stock/
Agreement by shareholders to be liable for corporate debts/
Foreclosure of mortgages, failure of consideration as defense/
Leases/
Transfer of all corporate property, stock or securities of purchaser/
Voting agreements/
CONSOLIDATED OMNIBUS/
BUDGET RECONCILIATION ACT OF/
Coverage/
Labor law/
CONSOLIDATION OF ACTIONS/
Foreclosure of mortgages, multiple foreclosures by bondholders/
Shareholders’ derivative suits, /
CONSOLIDATIONS AND MERGERS/
CONSPIRACY/
See also Antitrust Laws; Crimes and Criminal Law; Fraud; Monopolies and Trusts; Racketeer
Influenced and Corrupt Organizations Act (RICO) Antitrust/
liability, officers and directors/
parties/
Circumstantial evidence/
Civil/
elements/
Corporation with agent/
Criminal/
antitrust/
civil distinguished/
Employees/
intracorporate conspiracy doctrine/
Evidence/
Intracorporate conspiracy doctrine/
Jurisdiction/
nonresident coconspirators/
theory for obtaining over foreign corporation/
Liability/
Officers and employees/
Proof, circumstantial evidence/
CONSTITUTIONAL LAW/
Generally/
See also Amendment or Repeal of Articles of Incorporation; Civil Rights; Shareholders’
Constitutional, Statutory or Charter Liability to Creditors; Taxation/
Antitakeover legislation/
Articles of incorporation, right of state under reserve power/
Blue sky laws/
Books and records/
Fifth Amendment/
Fourth Amendment/
Charter/
construction of charters/
powers, leases/
Civil rights/
actions/
occupational safety and health legislation, search warrants/
search and seizure/
Commerce clause generally/
apportionment/
excise tax/
booking agent companies/
business reports, collecting information/
common carriers/
correspondence schools/
exclusion from qualification statutes/
ferry boat companies/
insurance contracts and transactions/
investment activities/
leases of personal property/
lending activities/
miscellaneous acts and transactions/
mortgages, making and taking/
partnership, joining as member/
requiring certificate to transact business/
securities/
statutes voiding contracts, interstate commerce as exception/
theatrical companies/
traffic contracts/
gross receipts tax/
international commerce/
nexus/
nondiscrimination/
property tax/
regulated industries/
relation to services provided/
sales and use taxes/
statutory limitations/
types of corporations within/
protection/
types of taxes/
unlawful interference, -/
user fees/
Constitutional rights/
personal guarantees/
political expenditures/
self incrimination/
vote/
Contract, charter/
Contract clause, regulated industries/
Corporations created by or dealing with the federal government/
Corporation’s rights/
corporation as citizen/
corporation as person/
double jeopardy/
due process, , /
equal protection/
extension of th Amendment protections, commercial speech/
Fourteenth Amendment/
freedom of speech/
political contributions/
privilege against self-incrimination/
unreasonable searches and seizures/
Creation of corporations, states, /
Directors’ statutory liability/
Discrimination against federal government/
Double jeopardy/
Due process/
actions by and against corporations/
discovery/
in personam jurisdiction/
in rem jurisdiction/
long-arm jurisdiction/
service of process/
Equal protection/
generally/
classification/
corporations/
equality of taxation/
foreign corporations, , ,/
individuals/
method of taxation/
Federal entities, state taxation/
Federal securities, state taxation/
Fifth Amendment estoppel/
self-incrimination privilege/
First Amendment/
Foreign corporations, actions to enforce contracts/
Fourth Amendment/
reasonable suspicion, subpoenas/
Freedom of speech, political contributions/
Free speech/
Full faith and credit conflict of laws/
dissolution of foreign corporation/
garnishment judgments/
judgment against foreign corporation/
Impairment of contracts/
Impairment of obligation of contract, statutory remedies/
Import-export clause/
Incorporation limitations/
special acts or charters, -, ,/
Injunctions, protection of rights of corporation/
Leases, restrictions on corporate power/
Limitations taxation/
generally/
franchises/
property/
Loans of money by corporation, restrictions/
Officers’ statutory liability/
Original package doctrine/
Political contributions/
Preemption, state regulations/
Privileges and immunities/
favoring of resident over nonresident creditors/
Purely personal guarantees/
Reorganization legislation/
Search and seizure/
Self-incrimination, /
Shareholders’ liability, change in remedy for enforcement/
Special acts or charters, prohibition/
retroactiveness/
State constitutions/
State entities, federal taxation/
Statutes imposing liability on directors or officers/
Venue for corporations/
actions against foreign corporation, constitutionality of statutes/
Voting rights/
CONSTRUCTION/
See also Articles or Certificate of Incorporation Bylaws/
Charter, interpretation/
Preferred stock rights/
Shareholder agreements/
CONSTRUCTIVE SERVICE/
See also Foreign Corporations Corporations, service of process, publication/
Posting/
Publication/
due diligence/
service on domestic corporations/
service on individuals/
avoidance of personal service/
evading service/
Service of process/
mode of service/
publication/
validity/
what constitutes/
CONSTRUCTIVE TRUSTS/
Corporate opportunities, misappropriation/
Directors/
Misappropriation, corporate opportunities/
Officers/
accounting for profits/
competing business/
profits of corporation/
Pledged stock/
CONSUMER PROTECTION/
Deceptive practices/
Public interest/
CONTEMPT Acts/
bankruptcy/
injunctions, violation of/
insolvency/
Appeals, /
characterization of order/
connection with another appealable order/
violated order later set aside/
Books and records, nonproduction/
Civil actions/
burden of proof/
procedure/
Coercion/
Conduct constituting/
Criminal proceedings, /
burden of proof/
due process/
jury trial/
Defenses/
inability to comply/
laches/
Directors, liabilities/
Disobedience of order/
Excuses/
inability to comply/
Grand jury, interference with/
Injunctions, violation of/
appeal process, availability of/
indirect violations/
real party in interest/
Intent/
willful acts/
Intimidation/
Judgments/
fines/
unliquidated damages/
Knowledge/
Laches/
Liability/
controlling persons/
corporations/
affected by liability of officers/
directors/
following orders/
officers/
corporate liability affected/
following orders/
shareholders/
Motive/
Nature/
classifications/
Officers and agents, liabilities/
Postjudgment proceedings, appeals/
Procedure/
burden of proof/
civil actions/
criminal actions/
criminal proceedings/
due process/
Proceedings subsequent to judgment/
Production of books and records/
Publication concerning pending case/
Punishments/
Purgation/
Real party in interest/
Receivership proceedings, interference with property in receiver’s hands/
Settlement agreements/
Violation of injunction/
Void orders/
Willful acts/
CONTESTS/
See Meetings of Shareholders/
CONTINGENT CLAIMS/
Dissolution of corporations, involuntary/
Receivers, claims, provability/
CONTINUANCES/
See Actions; Trials/
CONTINUATION OF/
CORPORATE EXISTENCE/
See Dissolution of Corporations/
CONTRACTS/
See also Contracts for Sale or/
Purchase of Stock; Covenants Not to Compete; Employment Contracts; Execution of Corporate
Instruments;/
Guaranty; Illegal Contracts; Impairment of Obligation of Contract; Novations; Parties; Pleadings;
Preincorporation Contracts; Restrictive Covenants; Shareholders’ Agreements; Specific
Performance; Ultra Vires; Underwriting Agreements/
Abbreviations, execution of corporate instruments/
Accord and satisfaction/
Accounting for profits, directors or officers/
Account stated/
Actions/
contracts in name of party other than corporation/
executory contracts, partial performance/
After-acquired property covering contracts/
Agents/
authority to enter/
contract with agent of corporation/
disclosure of agency relationship/
liability on corporate contracts/
majority shareholder-agents/
power to enter/
Alteration and modification, /
Ambiguous language/
Anticipation of authority/
Anticipatory breach of contract/
Articles of incorporation/
Assent of parties/
Assignment, secretary of corporation/
Assignment of rights/
Assumption of preexisting debts/
Attorney of corporation/
role in litigation/
Authority/
anticipation/
Authority of officers and agents execution by stockholders, insufficient/
nonnegotiable contracts/
signing corporate deeds/
Banks/
cashier’s powers, /
employment, cashier’s powers/
Binding on other corporations/
Book accounts/
Breach/
Burden of proof/
Business trusts, stipulations against personal liability of members/
Bylaws, /
provisions as affecting/
Cancellation officers/
Charter/
powers/
provisions/
Chief executive officers/
duration/
Choses in action/
Common directors, injunctions against/
Compensation/
statute of frauds/
Complaints/
Compromise and settlement/
Conflicts of law/
stock sales and purchases/
Consideration/
issuance of stock/
Considerations, contract rights of new corporation/
Construction and interpretation/
Construction of contract/
Corporations as parties/
Corporation succeeding partnership, rights/
Damages for breach/
liquidated damages/
Dealership or distributorship/
contracts, construction and interpretation/
Debts of partnership or association, express assumption/
Declaratory judgments/
Directors/
agreement not to compete/
common directors, injunctions against/
contrary to public policy/
covenants not to compete/
duties, contracts inducing disregard/
illegal/
inducement of breach/
interference with contractual relations/
interlocking directorates, injunctions against/
liability/
corporate contracts/
power to enter/
resolutions as constituting contracts/
restrictive covenants against competition/
signing/
tortious interference/
ultra vires/
votes as constituting contracts/
Dissolution of corporation validity of contracts/
Doing business/
foreign corporation within process, statute/
in state/
Economic loss rule, /
Employment/
bankrupt corporations/
construction/
handbooks/
interference, tortious/
manual as enforceable covenant/
noncompetition agreements/
covenants/
injunctive relief/
policies of employer as enforceable/
power of president to make/
preincorporation/
statutory right to terminate/
terminable at will/
wrongful discharge/
constructive discharge/
damages/
Enforcement/
activity as doing business by foreign corporation/
monopolistic contracts/
Estoppel to attack ultra vires contracts/
Evidence/
Exclusive dealing/
Exculpatory clauses/
Execution of corporate instruments, /
Executory/
partial performance, effect/
stock sales/
assumption or rejection by/
trustee in bankruptcy/
Express/
actions/
Extension of corporate existence/
Extrinsic evidence to resolve ambiguity/
Fair dealing, implied covenant of/
Foreclosure of mortgages, purchasers liabilities, -/
agreements made in other states by noncomplying corporations/
agreements made through/
intermediary or by partner in activity/
choice of law/
enforcement as transacting business/
fully executed contracts of/
noncomplying corporations/
impairment of contracts/
jurisdictional clause, enforcement/
matters not arising out of contract, effect of noncompliance/
power to contract/
prequalification contracts/
presumption as to power/
retroactive effect of qualification statutes/
status of prohibited contracts in other jurisdictions/
statutes voiding contracts, /
substantial compliance with qualification statute, effect/
ultra vires/
validating contracts of nonqualified corporation/
voidable contracts, noncompliance with qualification statute/
Foreign to objects for which corporation was created/
Forfeiture, secondary franchises/
validity and enforcement, /
venue/
Franchises/
Fraud in sales or purchases of stock/
agents, liability/
causal connection to injury/
concealment of facts/
corporation, liability/
damages/
directors, liability/
disclosure of information/
election of remedies/
elements of fraud/
evidence, /
falsity of statement/
federal securities act, , , /
fraud in the inducement/
injury, causal connection/
intent to defraud/
knowledge of fraud/
materiality of statement/
nondisclosure of facts/
officers, liability/
remedies/
rescission of purchase contracts, -/
scienter/
vitiation of purchase contract/
duration/
futures/
modification/
Good faith, implied covenant of/
Governing law/
Illegal, ch -/
judgments/
Impairment/
Implied/
binding corporation/
effect/
shareholder liability for debts incurred/
Implied covenant of good faith and fair dealing/
Implied powers/
Incorporation/
Inducing corporation to breach contracts/
directors/
officers/
parent or subsidiary corporation/
Injunctions/
Intent of parties/
Interference with business or contractual relationships/
directors/
officers/
parent or subsidiary/
prospective economic relationships/
Interlocking directorates, injunctions against/
Interpretation/
Interpretation and construction/
Invalid bylaw as enforceable contract/
Judgment affecting ultra vires or illegal contracts/
Jurisdiction/
Jurisdictional clause, enforcement/
Liability/
shareholders/
Limitation of liability for negligence/
duration/
futures/
modification/
Mergers, contract rights of new corporation/
Minority shareholders, impairment of contract rights/
breach/
rescission/
rights and powers/
Modification and alteration, , /
Monopolistic contracts, enforcement/
Mortgages and deeds oftrust/
Mutual assent/
Mutuality of obligation/
Negligence, limitation of liability for, /
Nonprofit corporations, membership in corporation/
Notice to officers or agents/
Novation/
Officers/
assignment, secretary of corporation/
authority to enter/
ancillary acts or services distinguished/
bank cashiers/
cancellation/
chief executives/
contract with officer of corporation/
disclosure of agency relationship, /
general manager of corporation, ,/
illegal/
inducement of breach/
liability/
majority shareholder-officers/
manager of corporation, , , /
modification,/
power to enter/
ratification/
release/
secretary of corporation, , , /
signing/
ultra vires/
unauthorized contracts/
Option, executive compensation/
Oral/
employment/
securities laws/
Parent and subsidiary corporations, /
Parol evidence/
stock sales contracts/
varying/
Partnership or association/
Payment for stock/
Payment of corporate debt out of fund or profits/
Pleadings/
Pledges of stock/
Powers, employment and employment contracts/
Preincorporation/
Profits/
accounting by directors or officers/
construction of term/
Promissory estoppel, recovery/
against corporation/
Public policy/
Public service corporations, rates/
Punitive damages/
Question of law or fact, construction of contract as/
Ratification/
actions to enforce or defend/
relation back/
ultra vires contracts/
unauthorized contracts of officers/
withdrawal prior to ratification/
Real property acquisition/
seal on contract/
Reasonable person, construction from understanding of/
Receivers/
assumption of predecessor’s executory contract/
capital improvement projects/
contracts extending beyond receivership/
election to adopt or reject/
executory/
expansion of business/
leases/
liabilities, /
ordinary expenses for going concern/
special orders of court/
Recitals to contract/
Release, officers/
Remedies/
construction and interpretation/
bound by contracts of old/
judicial sales/
rights/
Rescission/
Resolutions of directors/
Restraint of trade/
Salaries/
Sales or purchases of stock, evidence/
Secretary of corporation apparent powers/
assignment/
cancellation or modification/
inherent powers/
Shareholders/
actions on corporate contracts, /
contracts between corporation and shareholders/
contracts between third parties and shareholders/
contracts on corporation’s behalf/
liability/
liability for debts arising out of contracts/
sole shareholders/
Shareholders’ consent/
liability, inducing corporation to breach its contract/
sole shareholders/
Signatures, authority of agents for corporation/
Silence as creating ambiguity/
Simple contracts other than negotiable paper/
Special act/
Statute of frauds compensation/
Statute of frauds, stock sales/
contracts for sale of land/
contracts not to be performed in a year/
in general/
suretyship agreements/
UCC Article/
Stock options/
Subscriptions for stock/
Summary judgment/
Third-party beneficiaries, presumptions/
Tortious interference/
Tort liability for corporate breach of contract/
Traffic contracts as doing business in foreign state/
Transfer by secretary of corporation/
employment/
Trustees of business trust, liability/
Ultra vires/
judgments/
liability of directors or officers/
Unauthorized contracts of officers/
Unconscionability/
Utility rates, fixing/
Validity/
effect of dissolution of corporation/
validity, presumptions/
Votes of directors/
Waiver of rights, president of corporation/
CONTRACTS FOR SALE OR PURCHASE OF STOCK/
Adequacy of consideration/
Agents/
brokers/
Blue sky laws/
Breach of contract/
burden of proof/
damages/
evidence/
injunctive relief/
reformation of contract/
rescission of contract/
specific performance, -/
Breach of fiduciary duties/
Brokers/
Call options/
Close corporations/
oral contracts, employment services as consideration/
specific performance/
statute of frauds/
Competency of seller or purchaser/
Concealment of facts/
Conditions precedent and subsequent/
nonperformance/
Conflicts of law/
Consideration/
failure or inadequacy/
Construction/
parol evidence, admissibility/
Covenants/
Damages/
breach of contract/
fraud, -/
rescission of purchase contracts/
Death of party/
Delivery of stock certificates, /
demand, necessity/
failure/
oral contracts, enforcement/
tender of performance/
Demand for performance/
Disabled persons/
Disclosure of information/
Dissolution of corporation, /
Dividend rights/
provisions regarding rights/
purchasers/
Duress/
Employee Retirement Income Security Act (ERISA), consideration/
reformation of contracts/
repurchase agreements, enforcement/
Execution/
Executory/
dividend rights of purchasers/
Expiration of corporate existence/
Express warranties/
Failure of consideration/
Falsity of statement/
Federal securities acts, fraud in purchase or sale/
injury, causal connection requirement/
material nondisclosure of information/
Fiduciaries/
Formation/
Fraud/
release of liability/
Futures contracts/
Gambling contracts/
Governing law/
Guaranties/
Illegality/
Implied warranties/
Incompetency of seller or purchaser, effect/
Infants/
Injunction against sale/
Insane persons/
Insolvency of corporation, rescission of purchase contracts/
Installment payments/
Interpretation/
parol evidence, admissibility/
Margin contracts/
Materiality of statement/
Memorandum, sufficiency/
Mentally incompetent persons/
Minors/
Mistake of fact/
Mistake of law/
Mutuality/
Mutual rescission/
National Association of Security Dealers rules/
New York Stock Exchange rules/
No-compete clauses/
Nondisclosure of facts/
Nonpayment of stock/
Option contracts/
statute of frauds, applicability/
Oral contracts, /
delivery of stock certificates, effect/
employment services as consideration/
parol evidence/
part performance/
payment for stock, effect/
Securities Exchange Act of /
writing, sufficiency/
Parol evidence/
Part performance/
Payment for stock/
nonpayment or inadequate consideration/
Performance, -/
Public policy violations/
Reformation/
Release of liability/
Rescission/
assignment of action/
breach of contract/
breach of fiduciary duties/
certificates of stocks, necessity to return/
conditions to right, -/
consideration, failure or inadequacy/
death of party/
delivery of stock, failure/
dividends, necessity to return/
duress/
expiration of corporate existence/
fiduciary duties, breach/
fraud as grounds/
jurisdiction/
jury trial/
laches/
limitations on right/
mistake of fact/
mistake of law/
mutual rescission/
nonpayment of stock/
partial rescission/
ratification of contract, effect, /
restoration of status quo/
seller’s right to rescind/
tender of stock certificates, necessity/
ultra vires acts/
undue influence/
waiver of rights/
watered stock/
Restrictive covenants against competition/
oral contracts/
Special stipulations/
Specific performance/
mutuality of remedy, necessity/
nature, validity, and purpose of contract/
Statute of frauds/
Stockbrokers/
Tender of performance/
Time of performance/
Title to stock/
payment for stock/
Trustees/
Ultra vires acts/
Undue influence/
agency transactions/
broker transactions/
delivery of securities/
rescission/
statute of frauds/
warranties/
Uniform Sales Act/
Validity/
Want of consideration/
Warranties, /
Watered stock/
Writing, sufficiency/
CONTRIBUTION/
Assessments on full-paid stock, contribution between shareholders/
Business trusts, joint and several liability/
Comprehensive Environmental Response, Compensation and Liability Act (CERCLA)/
Directors/
illegal acts/
improper payment of dividends/
statutory violations, /
unlawful distributions/
unlawful dividends/
Environmental liability/
Officers/
Promoters/
expenses/
Securities laws/
Shareholders/
shareholders’ statutory liability/
without assessment/
Unlawful distributions/
CONTROL/
See also Majority Shareholders; Sales or Purchases of Stock; Takeovers; Tender Offers Actions/
Capitalization/
generally/
immediately after exchange/
Outsiders, purchase of stock to prevent from gaining control/
Shareholder control agreements/
Shareholders, non-majority as controlling/
Stock purchase/
CONTROL SHARE ACQUISITION STATUTES/
See Tender Offers/
CONVERSION/
Entity conversion/
CONVERSION OF ASSETS/
Actions, venue/
Corporate liability/
Criminal liability of directors or officers/
Damages, directors or officers, liability/
Directors and officers/
bonus compensation, excessive/
commingling of funds/
compensation for services, excessive/
complaint alleging conversion/
corporate debts, payment/
creditors’ suits/
criminal liability/
damages/
debt payments corporate/
personal/
distribution of assets to shareholders, creditors’ suits/
evidence/
excessive salaries or compensation/
expenditures to defend suits/
extent of liability/
guarantee of employee’s loan/
interest payments/
litigation expenditures/
personal expenditures/
debt payments/
preference of creditors/
president, conversion by/
presumptions/
private debts, payment/
question of fact/
receivership, resistance to/
salaries or compensation, excessive/
salary advance to president/
sale of consigned goods, misapplication of proceeds/
sales of property/
third party’s property, -/
tort liability, -,/
trust funds/
union payoffs to prevent strikes/
unwarranted personal expenses/
Evidence, actions to enforce liability of directors or officers/
Liability of officers and directors/
Officers/
consent/
stock transactions/
Pledged stock/
Ratification, shareholders/
Shareholder ratification/
CONVERSION OF STOCK/
Administrators of estates/
Cause of action, elements/
refusal to deliver/
Common law/
Corporation, liability/
Damages, -/
Demand for delivery, necessity/
Directors/
Dividends, recovery/
Elements, cause of action/
Executors of estates/
Good faith/
Interest, recovery/
Liability of bailee/
Measure of damages, -/
Nominal damages/
Officers/
Payment/
Pledged stock/
pledgee voting contrary to pledgor’s rights/
Punitive damages/
Qualified interest of plaintiff, damages/
Refusal to deliver, necessity/
Remainderman, rights against/
corporation wrongfully transferring stock to life tenant/
Remedies, -/
Return of stock, effect/
Shareholder status/
Shares as subject of conversion/
Special damages/
Suits, /
Third parties, liability/
Transferee’s right of action/
Valuation of converted stock/
Vendor’s liability for conversion after sale/
Wrongful cancellation of certificates/
CONVERTIBLE SECURITIES/
Antidilution clauses/
Bond conversions/
Common stock/
bond conversions/
upstream conversions/
Directors’ fiduciary duty to holders/
Enforcement of right to convert/
Insider trading/
Issuance/
Preemptive rights/
Preferred stock/
bond conversions/
Rights of bondholders/
Securities laws, Section (b) liability/
Short-swing trading/
Substitution of new bonds/
Upstream conversions/
CONVEYANCES/
See also Dissolution of Corporations; Fraudulent Conveyances; Sale of Assets/
Corporate property by shareholders/
Foreclosure of mortgages, purchase and resale/
Fraud upon creditors/
assumption of indebtedness when all assets transferred/
bona fide purchasers, conveyance not subject to attack/
Bulk Sales Law/
directors of corporation, conveyance to directors setting aside/
excessive salary to officer of insolvent corporation/
following assets into hands of transferee/
general creditors, right to attack conveyance/
good faith sale not fraudulent/
intent to defraud/
mortgage/
concealment, invalidity/
director of insolvent corporation/
partnership, improper transfer of corporate assets/
setting aside conveyance/
statutes/
subsequent creditors, right to attack conveyance/
trust fund theory/
validity of transaction between parties/
Shareholders, corporate property/
COOPERATIVE ASSOCIATIONS AND CORPORATIONS/
Corporate classification/
Corporate status/
Electric cooperatives as public utilities/
Injunctive relief as to agreements/
Membership, withdrawal/
Model Nonprofit Corporation Act, applicability/
Powers/
Public utilities/
Purposes/
Taxation/
Withdrawal from membership/
COOPERATIVE HOUSING CORPORATIONS/
Apartment, definition including business/
Assignment or transfer by tenantshareholders/
Board of directors, management authority/
board of directors, applicability/
Bylaws/
Control by board/
Conversion of apartment building/
into cooperative/
Fiduciary duty of corporation to shareholder-tenants/
Management by board/
Powers/
Resolutions and regulations of board of directors/
binding on tenants-shareholders/
reasonableness and validity/
Restitution of down payment/
Rules and regulations/
Sale or transfer/
approval by board of directors/
cooperative apartment/
Shareholder-tenants/
Stock in, right of tenants to purchase upon conversion of building/
Stock transfer restrictions/
COOPERATIVE MARKETING ASSOCIATIONS/
See also Trade Associations Agency marketing agreement/
Antitrust laws/
Bankruptcy Act/
Clayton Act/
Cooperative Marketing Act/
Defined/
Discrimination as to members/
Dividends/
Governmental control, public utilities/
Injunctions to prevent breaches of contracts/
Marketing agreement/
Members, rights and liabilities/
Powers/
Purchase and sale marketing agreement/
Remedies relating to agreement/
Sherman Antitrust Act/
Statutory regulation, discriminatory practices/
Taxation/
Withdrawing members/
COPIES/
COPYRIGHT/
Antitrust law/
Infringement by directors or officers/
Payments for stock, copyrights as consideration/
Price fixing, copyright owners/
CORPORATE ENTITY/
See also Exemptions from Taxation; Parent and Subsidiary Corporations; Piercing the Corporate
Veil/
Actions/
by and against/
emotional distress, actions by/
Admissions by and against/
Affiliated corporations distinctness/
Agents as distinct/
torts/
Alter ego doctrine/
affiliated corporations/
jurisdiction/
taxes/
venue/
Attachments against corporations/
Banks/
Capacity to sue and be sued, equity/
Cemetery companies/
Charitable and benevolent corporations/
Charter, -/
Citizenship/
Civil rights/
Confederate States, actions by or against corporation created by/
Constitutional law, -/
guarantees/
purely personal guarantees/
Contracts/
Conveyances of property/
criminal statutes/
jurisdiction/
powers, comparison/
statutory remedies/
Counterclaims/
Creditor-debtor relationships/
Criminal liability/
Definitions/
Directors and officers as distinct/
jurisdiction/
torts/
Disregard/
leases/
rent, evasion/
tortious conduct of officers/
Distinctness/
subsidiary and affiliated corporations/
Domicile/
Double taxation/
Emotional distress, actions by corporations/
Entity doctrine/
Equal protection/
Estoppel to question existence/
Evidence of separate existence/
Excise taxes, net worth measurement/
Executions against corporations/
Federal government, created by or dealing with/
Fiction theory/
Franchises, taxation, corporations subject to/
Fraternal organizations/
Government corporations/
Judgments against corporations/
Jurisdiction/
Members as distinct/
Nonprofit corporations, disregarding corporate entity/
Notice/
Obligations/
Officers as distinct/
One-owner corporations/
Personality doctrine/
Power to sue/
Property interests/
Property taxation/
corporation domicile or residence/
exempt corporations/
Receivers, effect of receivership/
Residence/
Right to defend, attributes and characteristics/
S corporations income taxes, state/
Setoffs/
Shareholders or members as distinct/
Sole corporation/
Subsidiary corporations distinctness/
basic model of/
capitalization/
disregard of corporation’s existence/
double taxation/
noncorporate entities taxed as corporations/
power to tax/
related corporations/
tax advantages/
tax disadvantages/
Tax evasion/
Tax liability/
Tort liability, , /
Transfers of stock, sale or exchange effects/
generally/
basis adjustments/
CORPORATE EXISTENCE/
See also De Facto Corporations; De Jure Corporations; Dissolution of Corporations Acceptance of
charter/
Action by or against individuals/
Alienation of all property as terminating existence/
Alleging in pleadings, necessity/
Amendment of articles, extend charter/
Amendment or repeal of articles of incorporation, reservation of power/
Articles, provisions in/
Articles or certificate of incorporation, duration/
Assignor of plaintiff, existence of/
Banks, pleadings/
Burden of proof, -/
Bylaws not prerequisite/
Commencement/
acceptance of charter/
articles or certificate of incorporation, , , /
certificates of stock, issuance of/
commencement of business/
conditions precedent, waiver or cure of noncompliance with/
conditions subsequent, compliance with/
cure of noncompliance with conditions precedent/
directory provisions of statute, compliance with/
exercising corporate powers distinguished/
fees, payment or tender of/
Commencement/
filing or recording of incorporation papers/
general rule/
incorporation papers, governing statement in/
payment for stock/
proof/
publication of incorporation papers/
special act, corporation created by/
statutory regulation/
waiver of noncompliance with conditions precedent/
Complete corporation, corporate existence distinguished/
Conflicts of law/
Consolidation and merger, pending causes of action/
Continuance, presumptions/
Conversion/
Corporation by estoppel/
change of name/
Defenses, failure to file incorporation papers in county/
De jure and de facto existence, distinguished/
Denial, alleging in answer to complaint/
Duration/
amendment of articles of/
incorporation, termination by/
articles or certificate of incorporation/
Duration/
lapse of time/
perpetual succession/
presumptions as to continuation/
sale of all corporate property, termination by/
special franchise, termination by/
suspension of corporate functions without loss of corporate existence/
winding up, continuation for purposes of/
Entity conversion/
Essential test of existence/
Estoppel to deny existence/
Evidence of existence/
Expiration of contracts for sale or purchase of stock/
Extension/
amendment of articles/
amendment of charter/
charter/
shareholders, consent/
special act/
Extraterritorial existence of corporation/
pleading and proof/
Franchise as essential/
Fraud in procuring incorporation/
Governing law/
Incorporators, lack of qualifications/
Judgment affected by failure to prove/
Judgment against nonexistent corporation/
Judicial notice/
effect/
federal corporations/
foreign statutes/
laws authorizing creation of corporations/
private acts of incorporation/
public acts of incorporation/
published list of domestic corporations/
Laws of country or state where/
incorporation is attempted/
Legislative power to regulate/
Liability for acts of nonexistent corporation/
Majority share ownership by another company/
Method of incorporation/
liability for acts of nonexistent corporation/
Name importing corporation, use of/
Necessity/
Necessity for proof/
New corporation/
Nonexistence/
Partnership, after incorporation/
Place of corporate existence/
Place of incorporation/
Presumptions/
Proof/
acceptance/
admissibility of evidence, /
admissions of corporate existence/
certificate of incorporation/
certificate of state officer/
certified copy of articles of incorporation/
charter of another corporation, documentary evidence/
Proof/
confirmatory acts, documentary evidence/
criminal prosecutions, , , -/
de facto corporation, proof of/
de jure corporation, proof of/
documentary evidence, -, /
exclusivity of statutes/
federal courts/
filing of incorporation papers, date of/
legislature, power of/
long period of exercise of/
corporate franchises/
national banks/
documentary evidence/
nonexistence of corporation, /
organization, proof/
parol evidence, -/
preliminary proceedings for/
incorporation, documentary evidence/
presumptions/
special act, corporation created by/
statutory regulation, commencement, -/
sufficiency of proof/
termination of existence/
Proof of existence/
Questions of law or fact/
Quo warranto/
equitable actions by or against corporations/
testing legality/
Receivers/
Recitals in incorporation papers/
Revival of charter, , /
presumption/
reinstatement of suspended corporation distinguished/
reorganization distinguished/
Situs, corporation domicile or residence/
Statutory regulation, commencement/
estoppel to deny existence/
nonpayment/
Termination/
Trust beneficiary/
capacity of corporation to be/
corporate capacity/
Ultra vires acts as affecting/
CORPORATE FORMALITIES/
Piercing the corporate veil, failure to observe/
CORPORATE FRANCHISE Actions/
CORPORATE GOVERNANCE/
Agency costs/
Business judgment rule burden of proof/
Compliance duties/
Managerialism/
Market for corporate control/
Maximization of profit, -/
Movement/
Profit maximization, -/
Separation of ownership and control/
Shareholder democracy/
Stakeholder input/
CORPORATE INSIDERS/
See Confidential or Inside Information; Insider Trading/
CORPORATE OPPORTUNITY/
Agents’ duties/
American Law Institute test/
Burden of proof/
Close corporations/
Damages/
Directors’ duties/
Director’s duties safe harbor/
Disclosure/
Evidence/
Factors/
Fairness test, , /
Financial inability of corporation/
Foreign corporations, law of state of incorporation/
Former directors/
Good faith exception/
Interest or expectancy test/
Lack of funds/
Legal barriers to corporation/
Limitations and exceptions/
Line of business test/
Misappropriation/
Officers’ and agents’ duties/
Question of fact/
Ratification of appropriation/
Rejection of opportunity/
Remedies/
Safe harbor/
Shareholder ratification/
Sole shareholders/
CORPORATE POWERS/
See Powers/
CORPORATE PROPERTY/
See Property; Real Property; Sales or Purchases of Corporate Property; Taxation/
CORPORATE REPORTS/
See Reports/
CORPORATION BY ESTOPPEL/
Absence of incorporation statute/
Actions by or against corporation actions to which estoppel applicable, -/
admissions in pleadings or agreed statements of fact/
affidavit as estoppel/
allegations in pleadings or agreed statements of fact/
corporation, estoppel of/
evidence, introduction of as estoppel/
exceptions to rule/
extending to other suits/
failure to plead want of incorporation/
general rule/
limitations on rule/
quo warranto/
shareholders’ actions/
state, actions and proceedings/
Amendment of charter, rule as precluding attack/
Authority to make contract, lack of/
Bank deposits, estoppel based on/
Bonds, estoppel based on/
Cases in which doctrines may be invoked, -/
Checks, estoppel based on/
Citizenship of corporation/
Classes of estoppel/
Conduct consistent with existence of unincorporated association/
Consolidated corporation, estoppel based on/
Contracts or dealings/
Contracts with corporation, estoppel of members and officers/
Contract to which corporation is not party, recognition in/
Crimes/
appearance, estoppel of corporation by/
holding out association as corporation/
indictment, estoppel of state by allegations in/
members or officers/
Deeds/
association, deeds conveying property/
bonds/
certificate of benefit association/
conveyance of property to corporation/
express recitals in instrument/
leases/
mortgages/
absence or unconstitutionality of incorporation statute/
distinguished/
effect of existence/
Dissolution of corporation, preclusion of/
Doctrine/
Elimination of concept/
Equitable denial of estoppel, /
Estoppel of corporation/
actions in which applicable/
acts and contracts of pretended corporation/
application of rule/
consolidated corporations/
deed as basis for estoppel/
name, use as importing corporate existence/
Exceptions to doctrine/
Extent of estoppel/
Fraud/
creation of corporation/
equitable denial of estoppel/
Guarantor for corporation/
Holding out of pretended corporation/
Individual doing business as corporation/
Insurance/
Judgments/
condemnation proceedings/
dissolution of corporation, /
injunctions/
insolvency proceedings/
mechanics’ liens/
statutory liability of officers or stockholders/
Knowledge, ,/
Leases, estoppel based on/
Limitations upon doctrine/
Modern statutes/
Mortgages, estoppel based on/
Municipal corporation, estoppel of/
Name importing corporation/
Name of corporation, use of/
Negotiable instruments, estoppel based on/
Officers/
statutory liability, estoppel to enforce/
suits against members or officers as individuals, preclusion of/
Operation of estoppel/
Organization of corporation/
Persons in privity, /
Pledges, estoppel based on/
Privity of persons/
Promissory notes, estoppel based on/
Promoters/
Property, estoppel based on purchase from corporation of/
Property, estoppel based on taking in trust for corporation/
Public policy, corporations prohibited by/
Recognition of pretended corporation/
Reliance of party claiming estoppel/
Restrictions on application of doctrine/
Shareholders and members/
shareholder actions on behalf of corporation/
statutory liability, estoppel to enforce/
suits against members as individuals, preclusion of/
Silence as ground for estoppel/
State, estoppel of/
Statutes/
actions in which rule applicable/
liability of shareholders or officers/
limitation on estoppel/
prohibition of corporation/
Surety for corporation, estoppel/
Ultra vires, estoppel to urge/
Unconstitutionality of incorporation statute/
CORPORATIONS/
See also Classifications of Corporations; Corporation by Estoppel; De Facto Corporations
Attributes/
artificial personality/
continuity/
liabilities as distinct from associated individuals/
person as including corporation/
rights as distinct from associated individuals/
succession/
transferability of shares/
Business trusts distinguished/
Definition/
Express trust distinguished/
Farms and farming/
Government owned/
Imprisonment/
Power to sue or defend/
Ranching/
Statutes/
modern corporation statutes/
Writ of mandamus/
CORRESPONDENCE SCHOOLS/
Doing business in state/
COSTS/
Appraisal proceedings/
Arbitration/
Attorneys’ fees distinguished/
Blue sky law actions/
Dissolution of corporations payment of claims/
proceedings/
Dividends, actions to recover/
bondholders’ costs, allowance/
decrees/
actions against corporation, /
security for costs in action by corporation/
Indemnification of directors or/
officers, , -/
Receivers/
actions, allowances/
appeal from order appointing/
appellate costs and expenses in defending/
Securities litigation/
Equal Access to Justice Act/
Section (b)/
Security/
nonresident, within meaning of statutes/
Shareholders’ derivative actions appraisal proceedings/
reimbursement of shareholders/
security by plaintiffs/
amount/
constitutionality/
contemporaneous ownership/
federal court/
intervention/
purpose/
direct actions/
Substantial benefit exception/
COUNSEL FEES/
See Attorneys’ Fees/
COUNTERAFFIDAVITS/
Attachment proceedings/
Objections to process served on foreign corporation/
COUNTERCLAIMS/
See also Complaints; Pleadings;/
Subscriptions to Stock Actions by and against corporations/
between corporation and officers/
Consolidated corporations, against/
noncompliance with qualifying statutes/
right to assert/
Garnishment proceedings, wrongful garnishments/
Minority shareholders’ suits/
Nonpayment of license, fee or tax/
Receivership/
Shareholders/
corporate entity as distinct party/
derivative actions/
direct actions/
Shareholders, claims by or against/
Wrongful attachment or garnishment/
COUNTIES/
See Classifications of Corporations; Municipal Corporations/
COUPON BONDS/
See Bonds, Debentures, Coupons and Certificates/
COUPONS/
COURTS/
See also Federal Courts; Judicial Review; Jurisdiction Appellate courts, /
Assessments on full-paid stock, power to levy/
Bylaws ousting jurisdiction/
Collateral order doctrine/
Dissolution of corporations jurisdiction of courts, -/
Regulatory power over corporations/
Reorganizations of corporations/
Transitory actions/
Trustees of business trust, instructions and directions/
Winding up of corporation by trustees/
COVENANTS/
See Contracts for Sale or Purchase of Stock; Covenants Not to Compete; Leases; Restrictive
Covenants/
COVENANTS NOT TO COMPETE/
Ancillary status/
Antitrust laws/
Area limitations/
Blue pencil doctrine/
Bonus plans/
Breach, /
liability of directors or officers for inducing/
California/
Consideration/
Construction of covenants/
Damages for breach/
Definiteness/
Directors/
breach/
inducing breach/
restraint of trade/
Employee Retirement Income Security Act/
Enforcement, , /
Express covenants/
Geographical limitations, reasonableness of/
Good will/
Implied covenants/
Injunctions/
Lease/
No switch’’ agreement/
Officers/
breach/
restraint of trade/
Partial enforcement/
Pension plans/
Reasonableness/
Remedies for breach/
Restraint of trade/
Sales/
corporate business or assets/
stock/
Shareholders/
Sherman Act/
Statute of frauds/
Stock option plans/
Stock sales contracts/
Territorial limitations, reasonableness of/
Time, reasonableness of/
Total or partial enforcement/
Vagueness/
Validity/
COVENANTS RUNNING WITH LAND/
Foreclosure sales, purchasers’ liabilities/
Lease provisions/
CREATION OF CORPORATIONS/
See also Articles or Certificate of Incorporation; Corporate Existence; Corporation by Estoppel; De
Facto Corporations; De Jure Corporations; Incorporation Under General Laws; Incorporation Under
Special Act; Incorporators; Promoters; Purposes of Incorporation Agreement to create, breach/
Banks, national/
Bridge companies, acts of Congress/
Concurrent jurisdiction/
Congressional power/
District of Columbia/
territories of United States/
Constitutional limitations, states, /
Definition/
Delegation of power/
Exclusive franchises or privileges/
Failure to create, liability promoters/
Federal corporations, ,-/
Historical background/
Jurisdiction, concurrent/
Legislative powers, states/
Liability, failure to create promoters/
National banks/
National highway companies/
Power to create/
Congress, -/
delegation/
states/
Prescription/
Purchasers of corporate property/
Railroads, acts of Congress/
Sovereign power/
Special franchises or privileges/
State legislative power/
constitutional limitations/
exclusive franchises or privileges/
incorporation acts/
special franchises or privileges/
voting requirements/
Successors to corporate property/
Telegraph companies, acts of Congress/
Territories of United States/
CREDITORS/
See also Assignment for Benefit of Creditors; Bankruptcy; Compositions with Creditors; Creditors’
Bills; Fraudulent Conveyances;/
Insolvency; Preference of Creditors Generally; Receivers; Reorganizations; Shareholders’ Liability
to Creditors for Unpaid Subscriptions; Supplementary Proceedings Actions/
against directors or officers, , , , /
misappropriation, conversion or diversion of assets/
mismanagement, -/
receiver as representative/
ultra vires acts/
Attachment, fraudulent conveyances as grounds/
Business trusts, rights/
Class actions, insolvency of debtor corporation/
Consolidations consent/
fraud or invalidity/
Directors/
liability of directors/
fraud/
injury to creditors, necessity/
malfeasance/
misfeasance/
mismanagement, -/
nonfeasance/
omission as essential/
proximate cause/
ultra vires acts/
wrongful act as essential/
preference/
rights as creditors/
appropriation of corporate property/
estoppel/
subrogation/
secured transactions/
trustee relationship/
Dividends, entitlement by attachment/
enforcement of liability of officers and directors/
receiverships, -/
security deposits, rights/
Holding companies, duties/
Illegal subscriptions/
Loan from owner of corporation/
Mergers/
consent/
fraud or invalidity/
Nonresident creditors, discrimination against/
Officers/
liability of officers/
fraud/
mismanagement, -/
proximate cause/
ultra vires acts/
estoppel/
subrogation/
Preferences/
Preferred shareholders/
Quasi-public corporations, transfers of property/
Rejection of assets/
Reorganizations/
Right to sue, -/
Shareholders/
appraisal rights, effect on corporate creditors/
creditor status/
liability for unpaid subscriptions/
personal liability/
preferred shareholders/
rights of shareholder-creditors/
Subrogation/
directors or officers as creditors/
receivers as representing creditors’ rights/
shareholders’ statutory liability, enforcement/
Subscriptions to stock fraud, effect/
release/
Sureties, federal government/
Ultra vires, right to raise defense/
United States, priority of claims/
Unlawful dividends/
Unregistered transfer of stock/
Voting of stock at corporate meetings and elections/
CREDITORS’ BILLS/
Accounts receivable/
Bills in aid of execution distinguished/
Burden of proof/
Claimants to property, rights/
pleading and proof/
prior judgment and execution/
Decree/
Definitions/
Dismissal of action/
Distinguished from other proceedings/
Estoppel as affecting/
Exhaustion of legal remedies as prerequisite/
exceptions/
pleading and proof/
Former suit, effect/
Grounds/
Inadequacy of legal remedies, /
exceptions/
pleading and proof/
Inconsistent theories/
Intervention/
Judgment and execution as prerequisite/
exceptions to rule/
lien in creditor, effect/
trust in favor of creditor, effect/
waiver of want of judgment or execution/
Judgment on which based conclusiveness/
existence/
foreign judgments/
impeachment/
sufficiency/
validity/
Laches/
Lien on corporate assets, attempt to fix/
Limitation for time of bringing/
Parties/
claimants, intervention/
shareholders/
Personal decrees/
Pleadings/
Procedure/
Res judicata/
Shareholders/
parties to action/
statutory liability, proceedings to enforce/
Standing to sue/
Supplementary proceedings, substitute remedy/
Time to institute/
Waiver, lack of prior judgment or execution/
CREDITORS’ COMMITTEES/
See Bankruptcy/
CRIMES AND CRIMINAL LAW/
Admissibility of evidence/
Antiracketeering laws/
federal/
collection of unlawful debt/
continuity/
criminal penalties/
enterprise, defined/
enterprise, parent and subsidiary/
pattern/
prohibited activities/
relatedness/
state laws/
civil action/
criminal syndicalism/
enterprise corruption/
enterprises included/
penalties/
Antitrust/
conspiracies/
agent’s statements as evidence/
corporation conspiring with officers/
evidence/
foreign corporations, service of process/
hospitals/
imprisonment/
indictment/
intent/
judgment/
knowledge/
limitation of prosecution/
malice/
overt acts/
parties/
penalties/
service of process/
summons/
trial/
venue/
contempt/
penalties/
price-fixing/
tying agreements/
Appeals/
Applicability to corporations/
Arson/
imputed knowledge or notice/
Availability of other remedies as affecting liability/
Bank directors or officers/
embezzlement/
defenses/
jury instructions/
Bankruptcy, fraudulent transfers/
Blue sky laws/
administrative referrals/
defenses/
intent/
knowledge/
scienter/
Close corporations/
Concealment of assets/
Conspiracies/
antitrust/
agent’s statements as evidence/
corporation conspiring with officers/
evidence/
hospitals/
imprisonment/
indictment/
intent/
judgment/
knowledge/
limitation of prosecution/
malice/
overt acts/
parties/
penalties/
service of process/
summons/
trial/
venue/
civil conspiracy distinguished/
directors or officers, liability/
price discrimination, antitrust/
price-fixing, antitrust/
tying agreements/
Contempt proceedings/
acts constituting contempt/
appeals/
burden of proof/
civil contempt, distinguished/
due process/
imputing intent or knowledge to corporation/
jury trial, right/
nature of criminal contempt/
procedure for initiating/
purpose/
violated order later set aside/
Conversion/
Corporate existence burden of proof/
proof/
Crimes for which liable/
Criminal responsibility statutes/
crimes against/
liability/
Defenses/
administrative authority or/
construction of statute/
compliance programs/
embezzlement/
estoppel/
legislative authority/
ultra vires acts/
unauthorized acts/
Directors/
active participation in wrongdoing/
antitrust laws/
bankruptcy fraud/
concealment of assets/
conspiracy/
constitutionality of statutes/
embezzlement, -/
employee injuries/
false books or accounts/
false pretenses/
federal preemption/
fraud/
bankruptcy transfers/
injuries to employees/
labor law violations/
negligence/
participation in wrongdoing/
penalties/
Racketeer Influenced and Corrupt Organizations Act/
securities laws violations/
unlawful declaration of dividends/
workers’ compensation premiums, failure to pay/
workplace safety/
Dissolution of corporations, effect on liability/
Dividends, unlawful declaration/
Double jeopardy/
Due process/
conviction without notice/
Embezzlement/
burden of proof/
defenses/
evidence/
instructions/
intent or knowledge/
jury instructions/
presumptions/
Employee injuries, directors’ or officers’ liability/
Environmental crimes/
Evidence/
embezzlement/
proof of corporate existence/
Expulsion of foreign corporation/
Failure to pay license fee/
False books or accounts/
False pretenses/
False statements, directors or officers, liability/
corporate books or records/
Fines, shareholders’ liability/
crimes by and against/
expulsion for violation of law/
transacting business without qualifying/
Forfeitures/
Fraud/
directors/
reliance, state securities/
Governmental control as affecting liability/
Homicide/
arson/
Inapplicability of usual penalty as affecting/
Indictment and information/
blue sky law violations/
embezzlement/
Injunctive relief/
Instructions, embezzlement/
Intent/
crimes involving/
element of offense/
Jury instructions, embezzlement/
Knowledge/
crimes involving/
imputed to corporation/
Labor law violations/
Larceny, liability/
Libel, /
License/
tax liability/
violations/
Misappropriation of assets/
Misfeasance, liability/
Negligence/
manslaughter/
arson/
Nuisances, liability/
antitrust laws/
bankruptcy of corporation, fraudulent transfers/
conspiracy/
embezzlement, -/
employee injuries/
false pretenses/
federal preemption/
fraud/
fraudulent transfers, bankruptcy of corporation/
libel/
licensing violations/
negligence/
penalties/
Securities Exchange Act of , Sarbanes-Oxley Act of /
statutes, construction and constitutionality/
workplace safety/
Penalties/
availability of other remedies/
different penalties for individuals and corporations/
penal statutes/
provision for particular penalty/
Sarbanes-Oxley Act of/
suspension, power of court/
Personal violence, liability for crimes involving/
Person as including corporation, /
Pollution of navigable waters/
Practice of law, unlawful/
Practice of medicine by corporation, /
Privilege against self-incrimination/
Probation/
Process/
Prosecution/
admissibility of evidence/
appeals/
burden of proof/
corporate existence, proof/
forfeitures/
form/
institution of proceedings/
presumptions/
sentencing/
trial/
Public welfare crimes/
Racketeer Influenced and Corrupt Organizations Act (RICO)/
civil remedies/
accrual of civil action/
equitable tolling/
limitations period/
federal laws/
collection of unlawful debt/
continuity/
criminal penalties/
enterprise, defined/
enterprise, parent and subsidiary/
pattern/
prohibited activities/
relatedness/
state laws/
Rape, corporate liability/
Receivership as affecting liability, /
Securities laws/
federal, Sarbanes-Oxley Act of/
Sentencing/
Sexual assault, corporate liability/
Shareholders’ liability for payment of fine/
Specific intent crimes/
State antiracketeering laws/
Statutory construction/
penal statutes as applicable to corporations/
Sufficiency of evidence/
Workers’ compensation premiums, failure to pay/
Workplace safety/
CROSS BILLS/
See Shareholders’ Derivative Actions/
CROWDFUNDING/
Securities Act of/
Section () exemption/
CUMULATIVE VOTING/
See also Elections of Directors; Voting/
Amendment of certificate of incorporation/
Charter amendments/
Classification of directors, effect/
Constitutional provisions allowing right/
eliminating right/
Definition/
Estoppel to deny right/
National banks/
Purpose/
Removal or reduction of directors/
Statutory treatment/
CURATIVE STATUTES/
CUSTODIANS OF PUBLIC FUNDS/
See Creditors; Shareholders’ Constitutional, Statutory or Charter Liability/
CUSTOM/
Dividends, declaration and payment/
Liens on stock/
Negligence of directors, custom as defense/
CUSTOMER LISTS OR ACCOUNTS/
Agents’ duties/
Confidentiality/
Directors/
duties/
profits from use, accounting to corporation/
solicitation of customers/
Disclosure or use agents/
employees/
officers, , /
Fiduciary duties/
Officers/
duties/
Profits from use, accounting by directors or officers/
Trade secret protection/
liability, damages/
DAMAGES/
See also Antitrust Laws; Punitive Damages; Subscriptions to Stock; Torts/
Antitrust, business injury/
Attorneys’ fees, fraudulent conveyances/
Certificates of stock refusal to issue/
unauthorized issuance/
Confidential information, disclosure/
Contracts, breach/
compensatory damages/
liquidated damage clauses/
measure of damages/
options to purchase stock/
punitive damages/
receivers/
sales or purchases of stock, /
Conversion of corporate assets/
Conversion of stock, -/
pledged stock/
Corporate opportunity/
Covenants not to compete, breach/
Disclosure of inside or confidential information/
Exemplary/
Expulsion from membership or nonprofit corporations/
Federal securities acts, liability of directors or officers/
Fiduciary duties, breach/
Franchise or distributorship agreement, breach/
Fraud/
sales or purchases of stock/
interest, recovery/
measurement/
waiver or rights/
attorneys’ fees/
punitive damages/
Goodwill, recovery for loss of/
Inside information, disclosure/
Insider trading/
Inspection of books and records, refusal/
Interest, recovery/
sales or purchases of stock breach of contract/
fraud, /
Issuance of stock certificates, refusal/
Leases, breach/
Libel and slander/
Liquidated damages under contract/
Lost profits/
Measures of damages, sales or purchases of stock fraud/
Membership corporations, wrongful expulsion of member/
Misappropriation of corporate assets/
Misappropriation of stock, /
Mortgages and deeds of trust, breach of trust/
Negligence, directors or officers/
Nonprofit corporations, wrongful expulsion from membership/
Officers, liability/
Options to purchase stock, breach/
Parent corporation, recovery on behalf of subsidiary/
Pledges of stock/
conversion/
sale or disposition of stock, /
Preemptive rights of shareholders, denial/
Prejudgment interest, recovery/
Products liability/
Promoters/
secret profits, recovery, /
Punitive/
assessment/
attachment proceedings, wrongful attachments/
common carriers, breach of special duty to passengers/
complicity theory/
contract actions/
conversion/
conversion of stock/
executions of judgments, wrongful executions/
fraud or deceit/
fraudulent conveyances/
garnishment proceedings, wrongful garnishments/
governing or executive officers’ acts/
libel actions/
misappropriation of stock/
prerequisites/
proportionality rule/
securities fraud/
tort liability/
vicarious liability theory/
Purchases of stock breach of contract/
purchaser’s breach/
seller’s breach/
fraud/
Remote damages/
Rescission of stock purchase contracts, fraud as grounds/
Restrictive covenants against competition, breach/
Sales of stock breach of contract/
seller’s breach/
fraud/
pledged stock/
Securities fraud/
insider trading/
Shareholders’ preemptive rights, denial/
Slander of title/
Speculative damages/
Ultra vires, directors or officers/
Unauthorized issuance of stock certificates/
Underwriting agreements, breach/
Wrongful discharge, employment contracts/
DAMS/
Mandamus to compel proper operation/
DEADLOCK/
See also Directors Custodians/
Receiver, grounds for appointment/
DEALERS/
Foreign corporations, presence in state as doing business/
DEATH/
See Directors; Promoters; Shareholders; Witnesses/
DEATH BY WRONGFUL ACT/
See also Wrongful Death Actions, venue/
Liability of corporation/
Punitive damages/
DEBENTURES/
Coupons and Certificates/
DEBT FINANCING/
See Financing Stock; Preferred Stock/
DEBT LIMITS/
Bonds, defenses/
Enforceability of contract exceeding/
Exceeding debt limits, liability of directors or officers/
assenting to creation of debt/
defenses/
Exceeding debt limits, liability of directors or officers/
indebtedness subject to limits/
nonconsenting directors, rights/
nonrecourse agreements/
subsequent reduction of indebtedness/
time liability accrues/
Statutory liability of officers or directors/
Ultra vires, contracts exceeding/
DEBTS/
See also Debts—Corporate;/
Dividends; Negotiable Instruments; Promissory Notes; Secured Transactions; Shareholders’
Common-Law Liability for Corporate Debts Actions by and against corporation/
Assumption banks/
preexisting debts/
Banks, assumption/
Collection/
activity as doing business/
officers/
bank cashiers/
Directors, failure to file reports/
Dissolution of corporation effect/
failure to pay as grounds/
Garnishments, situs of debt/
Officers/
assumption/
bank cashiers/
collection/
bank cashiers/
failure to file reports/
Partnership or association/
agreement to assume/
enforcement of assumed liability/
express assumption/
implied assumption/
liability of succeeding corporation/
statute of frauds as affecting liability/
Preferred stock, compared/
Preincorporation/
RICO liability/
Situs of debt/
Stock in payment/
Transfer of property to pay/
Violation of statutory regulations, enforceability of contract/
DEBTS—CORPORATE/
See also Mergers and Consolidations Agents, assumption/
Assumption agents/
consideration for stock/
officers/
Consideration for stock, forgiveness or assumption debts/
Deductions, profits available for dividends/
Directors/
exceeding debt limits/
liability/
bankruptcy, taxes/
express agreements/
indemnification, taxes/
taxes/
payment/
misappropriation of corporate assets/
power to incur/
Dividends, deduction of debts from available profits/
Nonshareholders, piercing corporate veil to reach/
Officers/
assumption/
defenses/
guaranty/
liability/
bankruptcy, taxes/
express agreements/
taxes/
payment/
misappropriation of corporate/
assets/
Piercing corporate veil to reach nonshareholders/
Pledge of unissued stock as security/
Stock, distinctions/
DEBTS—PERSONAL/
See also Liens on Stock; Pledges of Stock/
Directors and officers, payment corporate checks or notes, use/
Pledgor of stock, action to enforce debt against/
DECEASED SHAREHOLDERS/
Limitation of action to enforce/
shareholders’ statutory liability/
Presentation of claim against estate liability for unpaid subscription, enforcement/
statutory liability, enforcement/
Statutory liability enforcement/
filing claim in probate court/
when estate subject to liability/
DECEDENTS’ ESTATES/
Voting of stock held by executor/
DECEIT/
See also Fraud; Subscriptions to Stock/
Bait-and-switch tactics/
Deceptive sales practices/
Punitive damages/
DECLARATORY JUDGMENTS/
Stock ownership/
DECREES/
See also Foreclosure of Mortgages; Judgments; Shareholders’ Derivative Actions Amendments,
injunction decrees/
Creditors’ bills/
Directors, actions to enforce liability/
Injunction proceedings amendments/
modifications/
operation/
persons bound/
Modifications, injunction decrees/
Officers, actions to enforce liability/
Receiverships, foreign corporations/
Reorganized corporation, liability/
Shareholders’ statutory liability, actions to enforce/
DEDICATIONS OF CORPORATE PROPERTY/
Authority and power of corporation/
Evidence/
Public use/
Real property/
DEDUCTIONS/
See Taxation/
DEEDS/
Alteration, substituting name of corporation/
Condominiums/
Conveyance to corporation/
Execution/
Public utility, conditions or restrictive covenants/
Seal, necessity/
Signatures/
Tax deeds, notice/
DE FACTO CORPORATIONS/
See also Corporation by Estoppel Actions/
by and against corporation/
property rights/
removal of causes/
state, actions by and against/
want of de jure existence as defense/
Amendment of charter/
Bequest to de facto corporation/
Bona fide attempt to incorporate/
acknowledgment of incorporation papers, defects in/
affidavits attached to incorporation papers, defects in/
assumption of corporate name/
conditions subsequent, compliance with/
corporate name, illegality/
defined/
directory provisions, compliance with/
enumeration of unauthorized/
purposes or powers in articles/
failure to execute incorporation papers/
filing and recording papers/
failure to file or record in proper office, -/
good faith attempt to file/
necessity/
Bona fide attempt to incorporate/
recording as distinguished from filing for record/
wrong papers/
fraudulent incorporation/
incorporation papers, defects in contents/
incorporation papers, defects in execution/
ineligibility of one or more incorporators/
necessity/
nonuse of corporate powers/
defects in organization/
organization, defects in/
out of state incorporation, fraudulent incorporation/
outside state, organization/
payment for capital stock/
payment of fees/
signing of articles of incorporation/
special act, defects in organization of corporation created by/
special charter, fraud in obtaining/
statutory conditions precedent, substantial compliance with/
subscription to capital stock/
time of organization, defects in/
Bonds, issuance/
Charter or law under which corporation exists/
assignment of charter, unauthorized/
prohibited by statute or public policy/
corporation prohibited by statute or public policy, -/
creation under unconstitutional statutes/
creation under wrong statute/
general rule/
grant of charter, unauthorized/
majority rule/
monopolies, corporation prohibited by statute or public policy/
necessity/
subsequent authority for creation/
unconstitutional statutes, creation under/
wrong statute, creation under/
Classifications of corporations/
Collateral attack/
limitations/
reason for rule/
special franchises distinguished/
state as subject to rule/
Condemnation of property/
defense, lack of power as/
exercise/
fraud, effect of/
injunction/
limitations on power to condemn/
majority rule/
minority rule/
power, /
quo warranto/
Consolidations/
Contracts, powers/
Corporation by estoppel/
absence or unconstitutionality of incorporation statute/
effect of existence/
Creation after termination of de jure/
existence/
Crimes/
crimes against corporation/
liability/
officers, liability of/
Definition/
De jure and de facto, corporation as both/
De jure corporations distinguished/
Devises to de facto corporation/
Effect/
Elimination/
Equity suits by or against corporation/
Estoppel to deny corporate existence distinguished/
Existence/
change of name/
conflict in decisions/
creation by special act/
elements/
lapse of time/
period of existence, /
proof/
solvency/
Expiration of period of corporate existence/
majority rule/
minority rule/
Forfeiture/
affirmative act or decree of court/
grounds/
Incapacity of incorporator/
Incorporation, unauthorized purpose/
Liabilities/
Mergers/
Modern corporation statutes, effect/
Mortgages, powers/
Municipal corporation/
Nature/
Officers/
acts as binding corporation/
criminal prosecution/
liabilities/
reimbursement/
Ownership of property/
Partnership liability, effect of status as neither de jure nor de facto corporation/
Powers/
Property, ownership and transfer/
Public corporations/
Removal of causes, jurisdiction/
Rights/
Sales of corporate stock/
Shareholders/
liabilities/
rights/
subscription to stock, liability/
Special assessments, liability/
Special franchises/
Status/
Stock, sales/
Suspended corporations/
Taxation/
Torts/
Transfers of property/
Ultra vires contract/
Ultra vires distinguished/
Use of corporate powers extent of use/
failure of directors to act/
failure to elect directors/
name, use of corporate/
necessity/
proof/
proof of use/
rule/
sufficient use, what constitutes/
DE FACTO MERGERS/
DE FACTO OFFICERS/
See also De Facto Corporations Actions/
Acts, validity, -/
Application of doctrine/
Appointment/
Bond/
Color of title, necessity/
Compensation/
De facto public officers compared/
Definition/
De jure office, necessity/
De jure officers distinguished/
Elections/
collateral attack/
irregularities/
Eligibility/
Former officers and directors, right to sue/
History of doctrine/
Holding over/
Liabilities/
Oath/
Origins of doctrine/
Powers/
actions by/
appointment of officers/
Qualifications/
Rights/
Term of office/
Title to office/
collateral attack/
contest and determination/
Validity of acts, -/
third party interests, -/
DEFAULT/
See also Foreclosure of Mortgages;/
Judgments; Pledges of Stock Foreclosure of mortgages/
Garnishment proceedings, failure to answer or disclosure/
Service of process/
Underwriting agreements, form and content of/
Waiver/
DEFENSES/
See also Crimes; Directors; Estoppel;/
Laches; Limitation of Actions Actions by and against corporations/
Bonds/
Bylaws/
Consent, libel and slander actions/
Consideration for stock, adequacy/
Contempt/
Corporate incapacity/
Counterclaims/
Criminal actions/
Debentures/
De jure existence, lack of/
Failure to file incorporation papers/
Fidelity bond, liability/
Government operation, defense to tort liability/
Interference with business relations defense/
Interference with prospective economic relationships defense/
Laches/
Legislative authority, tort liability/
Limitations of liability/
Nonpayment of license fee or tax/
Officers’ bonds, liability/
Pari delicto doctrine, securities fraud claims/
Promoters, actions against/
Receivership, defense to tort liability/
Repurchase of stock, actions to enforce agreements/
Securities fraud claims/
Setoffs/
Shareholders’ statutory liability/
Stock repurchase agreements, actions to enforce/
Tort liability/
government operation/
limitation of liability, /
negligence/
receivership/
ultra vires/
Usury, -/
Watered stocks, actions to enforce liability/
Workers’ compensation liability, bar to sexual harassment suit/
DEFERRED BONDS/
See also Bonds, Coupons/
Debentures and Certificates/
DEFERRED COMPENSATION/
See Salaries and Other Compensation/
DEFICIENCY DECREES/
DEFINITIONS/
See Words and Phrases/
DE JURE CORPORATIONS/
Actions by and against corporation/
De facto corporations distinguished, /
Definition/
De jure and de facto, corporation as both/
Existence, question of law or fact/
Partnership liability, effect of status as neither de jure nor de facto corporation/
Ultra vires contract/
DELAWARE/
Antitakeover statutes/
directors liability, limiting or eliminating/
Business judgment rule burden of proof/
takeovers, /
Van Gorkom/
Close corporations/
Compliance systems/
Derivative actions/
Directors/
duties to nonshareholders/
reliance on officers, committees, and professionals/
takeover situations, duties to nonshareholders/
Indemnification of litigation expenses/
Insolvency/
Meetings of shareholders compelling/
informal meetings/
quorum/
corporation’s own stock/
written consent in lieu of meeting/
Pledged stock, voting rights/
Proxies, conflicts/
Receivership/
vesting title of assets upon appointment/
Revlon duty to auction/
Right to vote/
Shareholders, preemptive rights/
Shareholders’ meetings, time fixed for/
Stock/
stock transfer books, voting rights/
unpaid stock subscriptions/
Takeovers/
Revlon duty to auction/
Unocal test/
Van Gorkom/
Trust fund doctrine, unpaid stock subscriptions/
Unocal test/
Voting/
pledged stock/
rights/
DELEGATION OF AUTHORITY/
See also Agents/
Agents/
Arbitrators, power to fix rates/
Bank cashiers/
Close corporations/
Directors or trustees/
discretionary powers/
dividends, declaration/
executive committee/
limitations/
ministerial acts/
Model Business Corporation Acts, -/
ratification of delegation/
scope/
specially conferred powers/
total control of corporation/
vote, requirement/
Executive committees/
General principles/
Officers/
bank cashiers/
Rates, power to regulate/
States, regulatory power over/
corporations/
Termination/
Trustees of business trust/
DELIVERY/
See Bonds, Debentures, Coupons and Certificates; Certificates of Stock; Stock; Mortgages and
Deeds of Trust/
DEMAND/
See also Shareholders’ Derivative Actions/
dissolution of corporations/
foreclosure of mortgages, /
shareholders’ statutory liability, /
DEMURRERS/
See also Quo Warranto Abolishment/
Actions by or against corporations, /
admissions by demurrer/
answer/
jurisdiction, lack of/
responsive pleading/
ultra vires as basis/
venue, improper/
Admissions/
Answers/
Federal courts/
Grounds/
Misnomer/
Pleadings/
Plea of abatement/
Receivers, proceedings for appointment/
Responsive pleadings/
Shareholders’ derivative suits/
Ultra vires/
Venue/
DEPOSIT AGREEMENTS/
See Bondholders/
DEPOSITIONS/
Apex depositions/
Evidence, use as/
Federal practice/
Notice/
DEPOSITORS/
See Preference Bank Creditors/
DEPOSITS/
See also Bank Cashiers; Banks and Banking; Insolvency; Preference of Bank Creditors Powers of
banks/
Public funds, general deposits/
Receivers, liability for loss/
DEPRECIATION/
See Stock/
DEPUTIES/
See Service of Process/
DERIVATIVE ACTIONS/
DERIVATIVE SECURITIES/
Convertible securities/
Definition/
Insider trading/
DESCENT AND DISTRIBUTION/
See Decedents’ Estates; Stock/
DETINUE/
See Stock/
DEVISES/
Association, effect of devise before incorporation/
Foreign corporations, acquisition of property by corporation/
Ultra vires transactions, /
DIRECTORS/
See also Appointment of Directors; Bank Directors and Officers; Common Directors or Officers; De
Facto Officers; Delegation of Authority; Elections of Directors and Officers; Executive Committees;
Management; Meetings of Directors; Officers and Agents; Preference of Creditors Generally;
Salaries and Other Compensation; Subscriptions to Stock/
Abandonment of duties/
Absentee directors/
consent to absence/
excuses for absence/
leave of absence, effect on liability/
negligence/
ratification of codirectors’ acts/
Accounting for profits/
Accounts, duties/
Actions against/
abatement/
adequate remedy at law/
amendment of pleadings/
answer to complaint/
assignability/
assignees, /
assumpsit action/
attachment/
attorneys’ fees/
authority/
bankruptcy trustees/
burden of proof/
common law liability/
complaints/
conflicts of law/
statutes of foreign state enforcement/
consolidation of actions/
corporation/
costs/
counterclaims/
creditors’ actions, ,,/
fraud/
mismanagement, -/
ultra vires acts/
damages/
defendants, necessary or proper codirectors/
corporation/
receivers/
shareholders/
defenses/
advice of counsel/
bankruptcy of corporation, /
common-law causes of action/
discharge of claims/
estoppel/
exemption from liability/
release of claims/
statutory causes of action/
unlawful dividends/
waiver of claims/
creditors’ suits/
decrees/
multifarious parties or causes of action/
tort actions/
estoppel/
execution/
exhibits attached to pleadings, necessity/
fiduciary shield doctrine/
foreign states/
conflicts of law/
form of action/
fraudulent securities transactions, group published information doctrine/
group pleading doctrine/
group published information doctrine/
indemnification for litigation/
expenses/
injury or loss, necessity/
intervention/
joinder of parties or causes of action, /
judgments/
jurisdiction/
jury trial/
laches, /
purchases of property at forced sales/
adverse domination doctrine/
conflicts of law/
extension/
governing law/
penal statutes/
remedial statutes/
renewal/
running of limitations period/
tolling of limitations period/
litigation expenses, indemnification/
misjoinder of parties or causes of action, ,/
mismanagement/
nonresident directors/
parties/
defendants/
codirectors/
corporation/
receivers/
shareholders/
intervention/
joinder/
multifarious/
plaintiffs/
plaintiffs, necessary or proper/
pleadings/
amendments/
common law deceit/
complaint/
exhibits, necessity/
power/
premature actions/
presumptions/
profits, recovery/
punitive damages/
receivers, /
remedies, election/
res judicata, /
revival/
setoff of claims/
shareholders, , , /
complaint/
dividends, declaration and payment/
pleadings/
standing to sue/
shareholders/
trustees in bankruptcy/
venue of actions/
Actions by/
Advertising expenditures/
Age, negligence defense/
Agency relationship/
disclosure/
Agents, employment/
Amendments or repeal of articles of incorporation/
reservation of power without/
Antitakeover measures, business judgment rule/
Appointment of officers negligence/
powers/
Arbitration removal/
submission of corporation/
Articles or certificate of incorporation amendments/
conflicts of interest provisions/
exculpatory clauses/
initial directors/
interested director provisions/
meetings/
names and residences/
power to amend/
Assessments on fully-paid stock/
Assets of corporation, misappropriation/
Assignability of actions against/
Assignments/
choses in action/
promissory notes/
Attachment, enforcement of liability,/
Attorneys, employment/
Authority/
directors of public corporations/
Bankruptcy/
criminal liability, fraudulent transfers/
filing of petition/
indemnity claims/
personal liabilities/
transfers of corporate property or stock/
trustees, enforcement of directors’ liabilities/
wage claims/
Banks/
Beneficial ownership of stock, necessity/
Blue sky law violations, civil liability/
Board actions/
consent, effect of unanimity/
customary informality, effect/
informal/
necessity/
ownership of entire stock, effect/
unanimous consent, effect/
without meeting/
Bonds/
issuance/
Bonus compensation/
Books and records/
destruction/
false entries/
inspection/
Breach of duties, ,/
aiding and abetting breach of fiduciary duty/
compensation, forfeiture/
competing business/
confidential or inside information, disclosure or use/
conflict of interest transactions/
covenants not to compete, inducing breach/
customers, solicitation/
damages/
employees, recruitment for competitor/
failure to make reasonable inquiry/
favoring shareholders/
gross negligence/
Breach of duties, ,/
inadequate monitoring/
inducing breach of covenants not to compete/
investments/
loans/
merger transactions/
negligence/
punitive damages/
recruitment of employees/
remedies/
solicitation of corporate customers/
waiver of claim/
Bribes/
Burden of proof, actions to enforce liability/
embezzlement/
interlocking directorate transactions/
powers or authority/
antitakeover measures/
bad faith/
burden of proof/
cooperative housing corporations/
corporate elections/
corrupt motive/
criminal acts/
disclosure, duty of/
duty of care/
entire fairness analysis/
executive compensation/
failure to act/
fraud/
general duties and liabilities/
golden parachutes/
independent directors/
informed directors/
investments/
limitations of rule/
loans/
loyalty, duty of/
poison pills/
policies justifying rule/
redemption of stock/
repurchase of stock/
self-dealing/
demand requirement/
termination/
takeovers/
tender offers/
ultra vires acts/
unconscionability, compensation packages/
waste/
compensation packages/
corporate assets/
Bylaws/
adoption/
amendments/
binding/
eligibility/
indemnification/
powers of directors/
qualifications/
regulations/
removal/
repeal/
restricting statutory powers and duties/
restricting statutory provisions for selection/
Calls upon subscriptions/
CERCLA liability/
Certification of documents, false statements or representations/
Chair of board/
Change in number/
Changes in corporate structure or organization/
amendment of articles of incorporation/
bylaws/
consolidations/
increase of stock/
leasing all or substantially all corporate property/
mergers/
reduction of stock/
reincorporations/
reorganizations/
selling all or substantially all corporate property/
stock, increase or reduction/
winding up corporation/
gross negligence/
torts/
Choses in action/
Citizenship, requirements of office/
Claims against corporation, purchase at discount/
bankruptcy of corporation/
fiduciary relationship, necessity/
Classification/
cumulative voting, conflict/
Close corporations/
informal action/
meetings/
powers/
assumption by executive officers/
restrictions/
Codirectors’ or officers’ acts, liability/
absentee directors, , /
acceptance of directorship, effect/
acts prior to board membership/
appointment of untrustworthy or incompetent officers/
Briggs case/
connivance/
continuous misconduct/
controlling director/
defenses/
failure to attend meetings/
leave of absence/
discovery of wrongdoing/
dummy directors/
duty to notify upon discovery of wrongdoing/
election to directorship, effect/
failure to attend meetings, , ,/
figurehead directors/
grounds/
Codirectors’ or officers’ acts/
liability/
insurer, higher officer is not/
isolated acts/
knowledge of wrongdoing, /
leave of absence as defense/
meetings, failure to attend/
notification upon discovery of wrongdoing/
participation in misconduct/
ratification/
reliance on reports from officers, committees, and professionals/
reports from officers, committees, and professionals, reliance on/
resignation of directorship, effect/
rubber stamp directors/
torts/
untrustworthy or incompetent/
officers, appointment or retention of/
Commercial paper/
Committees audit/
compensation/
corporate governance/
nominating/
Common-law liability/
Compensation/
bankrupt corporations wage priorities/
bonuses/
cash compensation/
compensation committee/
deferred compensation/
excessive/
federal statutory limits, SarbanesOxley Act of/
incentive compensation/
Compensation/
mandamus to compel payment/
perquisites/
phantom stock/
SEC rules for disclosure/
securities laws and regulations asset freeze to prevent/
extraordinary payments/
disclosure/
earnings restatement/
loans to director or officer/
pension fund blackout period/
Sarbanes-Oxley Act/
stock appreciation rights (SARs)/
stock compensation/
stock option backdating/
stock options/
supplemental benefits/
Competition with corporation, /
Compliance monitoring duties/
Compliance systems, duty of care/
Compromise and settlement of claims/
powers/
Concurrent directorships/
Confidential or inside information/
breach of duties/
acceptance of office, effect/
approval of transaction, , , , /
article of incorporation provisions/
assignments/
business judgment rule, application/
bylaw provisions/
California Law/
competing business/
compromise and settlement of claims/
condition precedent for rescission, return of consideration or payment for benefits received as/
contracts/
safe harbor/
de facto directors/
Delaware Law/
disinterested directors, participation, /
election of director, effect of/
irregularity or illegality/
fairness, /
fraud/
governing law/
interested directors, extent of participation, -/
issuance of stock/
judicial scrutiny/
laches as precluding challenge to transactions/
law governing/
leases/
license contracts/
loans to directors/
majority of board/
meetings to consider transactions, -/
option contracts/
patents/
purchases of corporate property, , /
qualifications of director, effect/
ratification of transactions, , , -/
redemption of corporate property/
remedies/
rescission, return of consideration or payment for benefits received as condition precedent to/
sales of stock/
shareholder-directors, voting on transaction, /
sole ownership of stock, effect/
spousal dealings/
state statutes/
transactions/
voidability of transactions/
voting on transaction/
Consent of shareholders to action/
liability upon consent/
nonattendance at meetings/
ultra vires acts/
Consideration for stock adequacy of directors’ consideration/
services of directors/
Conspiracy/
criminal liability/
evidence/
Constructive trusts/
competing business/
Contempt/
Contracts/
common directors, injunctions against/
contracts inducing disregard/
illegal/
interlocking directorates, injunctions against/
resolutions as constituting contracts/
votes as constituting contracts/
agency relationship, disclosure, /
disclosure of agency relationship, /
employment/
liability/
authority of corporation to do business, effect/
construction in favor of director/
express agreements/
inducing corporation to breach/
pretended corporation/
signature on contract, individual or representative capacity/
suspended corporation/
lifetime employment contracts/
public policy, contracts contrary to/
secret profits/
signing/
ultra vires/
Contribution among directors/
illegal acts or transactions/
statutory violations/
unlawful dividends/
Control and management/
Control by shareholders/
Conversion of assets/
Conversion of third party’s property, -/
trust funds/
Cooperative housing associations/
Copyright infringement/
Corporate entity distinguished/
jurisdiction/
torts/
Corporate meetings and elections/
exceptions, , /
financial inability of corporation/
good-faith exception/
legal barriers to corporation/
safe harbor/
breach/
restraint of trade/
Creditors/
actions against directors/
directors’ duties/
preferences, , , , /
estoppel/
security for payment of debts/
subrogation/
Crimes and criminal liability/
borrowing, excessive/
conspiracy/
dividends, unlawful declaration/
embezzlement/
defenses/
evidence, presumptions and proof/
instructions/
employee injuries/
false pretenses/
falsification of corporate books or records/
federal preemption/
financial statements or reports, falsification/
fraud/
misrepresentations/
negligence/
newspaper officers and editors, liability of/
nuisances caused by corporation/
penalties/
reckless disregard, penalties/
willful conduct, penalties/
workplace safety/
Cumulative voting/
classification of board, conflict/
removal or reduction of directors/
Customer lists or accounts duties/
Deadlock/
appointment of provisional director/
president of corporation, power to sue/
Debts of corporation/
damages/
guaranty/
liability, /
bankruptcy, taxes/
express agreements/
reports, failure to file/
taxes/
payment/
power to incur/
Decrease in number, effect on term of office/
De facto corporate existence, failure to act/
De facto directors/
Defenses to liability advice of counsel/
codirectors’ or officers’ acts failure to attend meetings/
leave of absence/
meetings, failure to attend/
disqualification/
embezzlement/
estoppel/
ineligibility/
negligence/
release of claims/
waiver of claims/
Defensive measures, takeovers/
Discharge/
inspection of books and records/
Disclosure/
corporate opportunities/
Sarbarnes-Oxley Act of /
Disqualification/
defense to liability/
Dissenting directors, statutory liability/
debts of corporation, liabilities/
defense in actions against directors/
effect on powers and liabilities/
effect on statutory liabilities/
improper distribution of assets/
voluntary/
waiver or estoppel precluding suits/
winding up/
Distinguished from corporate entity, , /
Distribution of assets to shareholders creditors’ suits/
Dividends, powers and liabilities/
abuse of discretion/
actions to compel declaration and payment/
contribution among directors/
declaration, , /
power/
unlawful/
determination of profits available/
improper payment/
damages/
evidence/
pleading in action to enforce liability/
shareholders’ actions to compel declaration and payment/
standard of care/
unlawful dividends/
criminal liability/
Donations of corporate property/
Dummy directors/
Duty of candor/
Duty of care/
abandonment of duties/
bank directors/
breach/
proximate cause/
business judgment rule, burden of proof/
causation, bank directors/
compliance systems/
creditors of corporation/
vicinity of insolvency/
zone of insolvency/
failure to make reasonable inquiry/
gross negligence/
inadequate monitoring/
merits of decision/
negligence/
nonshareholder constituencies/
omissions/
outside directors/
partners of corporation/
rational basis for decision/
reasonableness of decision/
reliance/
shareholder distributions/
substance of decision/
takeover situations, nonshareholder constituencies/
Duty of disclosure/
Duty of loyalty/
Duty to disclose/
proxy solicitations/
Election of officers/
bylaws governing election of directors of public corporation/
cumulative voting right/
estoppel, right to challenge/
irregularities/
powers/
quo warranto to contest/
time/
unanimous vote of quorum requirement/
Eligibility/
liability of ineligible directors/
Embezzlement/
burden of proof/
defenses/
evidence/
evidence, presumptions and proof/
instructions/
jury instructions/
presumptions/
Employees/
distinguished/
labor laws/
liability for injuries/
recruitment for competitor/
social security acts/
supervision/
negligence/
standard of care/
unemployment compensation acts/
Worker Adjustment and Retraining Notification Act/
workers’ compensation acts/
Employee status, Fair Labor Standards Act/
Employment and employment/
contracts, power to employ/
length of contracts/
lifetime contracts/
Entire fairness analysis/
Environmental laws, liability/
Estoppel/
actions to enforce liabilities/
conflicts of interest transactions, attack/
defense to actions against/
elections, attack on validity/
irregularities in election/
liability suits against directors/
personal use of corporate funds/
powers and authority, denial/
statutory liabilities, enforcement/
title to corporate property, denial/
Evidence, actions to enforce liability/
embezzlement/
Excessive salaries/
Executions against corporate property enforcement of personal liability/
failure to schedule assets/
Exemptions, statutory liabilities/
Expenditures to defend suits as misappropriation/
Fair Labor Standards Act, liability/
False pretenses, liability/
False statements or representations certification of corporate documents/
creditors’ suits/
criminal liability/
equitable remedies/
notices/
purchases of stock/
ratification/
remedies/
reports/
sales of stock/
Falsification of corporate books or records/
Family corporations, fiduciary relationship/
Fiduciary duties/
accounts/
agent’s duties distinguished/
breach, , ,/
conduct of litigation/
confidential or inside information/
customer lists/
damages for breach/
employees/
inside information/
issuance of stock/
management of corporate affairs/
noncompetition/
purchases of stock from shareholders/
remedies for breach/
standard of care and conduct/
takeovers/
tender offers/
termination/
to individual/
trade secrets/
alter ego corporations/
close corporations/
creditors/
damages/
family corporations/
investment companies/
officers’ relationship distinguished/
property of corporation/
self-tender offers/
shareholders/
shares, issuing additional/
subsidiary corporations/
takeovers/
ultra vires acts/
Fiduciary shield doctrine/
Figurehead directors/
Financial statements of corporation, liability/
criminal/
enforcement by creditors of liability/
regulation/
residing or meeting in state as doing business/
service of process/
Former directors, liabilities or duties/
Fraud, /
burden of proof/
complaint alleging fraud/
creditors’ suits/
criminal liability/
equitable remedies/
evidence/
issuance of stock/
judicial dissolution of corporation/
presumptions/
ratification/
remedies/
removal/
resignation/
transfers of corporate property or stock, bankruptcy/
Garnishment, enforcement of liability/
Gifts/
corporate property/
Golden parachutes/
Good faith/
burden of proof/
presumptions/
Gross negligence/
Guarantee of employee’s loan/
Guaranty contracts/
enforcement/
execution/
signing in representative capacity/
Hazardous waste laws, liability/
Holdovers/
Honesty/
Ignorance, negligence defense/
Illegal acts or transactions/
contracts inducing disregard of duties/
Illegality of election, effects on liability/
Illness, negligence defense/
Imputed notice of unrecorded liens/
Income bonds, expenditures discretion/
Incorporation papers, recitals/
Indemnification/
bylaws/
liability insurance/
shareholders’ derivative suits/
Independence from shareholders, /
Individual directors/
Ineligibility/
defense to liability/
Infringement of intellectual property rights/
Initial directors/
Initiation of actions/
Injuries to or death of employee/
Injury to corporation, liability as dependent upon/
Insider trading/
disgorgement of profits/
Insider Trading and Securities Fraud Enforcement Act of /
short swing profits/
Insolvency of corporation accounting for profits/
purchases/
claims against corporation/
corporate property at forced sale/
statutory liabilities of directors, effect of insolvency/
liability for failure to inspect/
Instituting litigation/
Insurance/
indemnification/
liability/
Interested transactions, ratification/
Interest in corporate transactions/
Interest payments, conversion of assets/
Interference with contractual relations/
adverse interests between corporations/
antitrust/
article of incorporation provisions/
bad faith transactions/
burden of proof, fairness of transactions/
bylaw provisions/
committee of disinterested directors/
common control of corporation/
disinterested directors, appointment/
fairness of transactions/
burden of proof/
presumptions/
injunctions against contracts/
minority voting power/
presumptions, fairness of transactions/
right to sue or defend/
suits by and against/
unfair transactions/
Invasion of privacy/
Inventions, rights/
Investments, ,/
Issuance of stock/
authority/
conversion/
fiduciary duties/
fraud/
inadequate consideration/
misappropriation/
Joint or several liability/
torts/
Judgments against corporation common-law liability/
preclusive effect on liability/
Judgments against directors/
Judgments for corporation, effect on liability/
Judicial control by shareholders/
Jurisdiction over directors/
corporate entity as distinct/
removal from office/
Knowledge/
codirectors as individually bound/
director as individually bound/
imputed to board or corporation/
sole actor doctrine/
Labor law liability/
Labor-Management Relations Act, liability/
Laches/
conflicts of interest transactions, /
Leases/
all or substantially all property/
director to corporation/
Liability/
CERCLA/
committees/
contempt of court/
corporate judgment creditors/
delegation of authority to committee/
Liability/
abatement of action/
accrual of cause of actions, -/
assignees/
assumpsit action/
attachment/
attorneys’ fees/
burden of proof/
complaints/
corporation/
costs/
counterclaims/
creditors, ,/
damages/
decrees/
defenses/
equity jurisdiction, -/
estoppel/
evidence/
execution/
foreign states/
form of action/
indemnification for litigation expenses/
intervention/
joinder of parties or causes of action, ,/
judgments/
jurisdiction/
jury trial/
laches/
Liability/
parties/
pleadings, -/
premature actions/
presumptions/
punitive damages/
receivers/
res judicata/
revival of action/
running of statute of limitations/
setoff of claims/
shareholders/
standing to enforce/
venue of actions/
environmental torts/
excessive loans/
false document, statement, account, notice or report/
foreign corporation transacting business without authority/
guaranty of corporate debts, /
hazardous waste laws/
expenses/
interference with prospective business advantage/
labor laws/
misappropriation of funds/
National Bank Act/
noncompliance with statute in creation or organization of corporation/
profits on loans/
Liability/
speculation/
statutory/
statutory fraud/
amendment or repeal of statute creating liability/
statutes as penal, contractual or remedial/
taxes, corporate/
ultra vires acts/
Libel/
License contracts/
Lifetime employment contracts/
Loans/
breach of duties/
damages for improper approval/
duties, breach/
liability/
negligence/
power to take/
Loans by directors/
appropriation of property as payment/
mortgages to secure/
notes to secure/
pledges of property to secure/
security for payment/
Loans from corporation/
Loans to directors, /
Long-arm jurisdiction over directors/
Malfeasance, personal liability/
Malicious prosecution/
Management of corporate affairs/
duties/
failure to devote time/
individual director’s authority/
litigation/
Meetings of shareholders, power to vote/
Merger transactions, /
Misappropriation of assets, /
complaint alleging misappropriation/
safe harbor/
creditors’ suits/
criminal liability/
damages/
personal/
evidence/
interest payments/
debt payments/
preference of creditors, liability/
president, conversion of assets by/
presumptions/
question of fact/
sales ofproperty/
speculation with corporate funds/
stock transactions/
transfers ofproperty/
Misconduct/
defense to enforcement of/
shareholder’s liability/
Misfeasance, personal liability/
Mismanagement/
creditors’ suits, -/
Model Business Corporation Act action without meeting/
classification/
decrease in number/
delegation of authority, -/
election/
holding over/
initial directors/
liability/
executive committee actions/
meetings, , , , , /
number/
power to change charter or articles of incorporation/
qualifications/
removal/
residency requirements/
shortening term of office/
term of office, ,/
vacancies/
action without meeting/
decrease in number, effect/
duties/
election/
meetings/
number/
officers distinguished/
power to change charter or articles of incorporation/
qualifications/
removal/
resignation/
shortening term of office/
staggered terms/
term of office, /
vacancies/
Model Nonprofit Corporation Act classification/
election/
expenses/
meetings/
qualifications/
removal/
requirement of directors/
staggered terms/
term of office/
vacancies/
Mortgages/
loans to corporation, mortgage as security/
Multiple directorships/
Neglect of duties/
Negligence/
absentee directors/
age as defense/
articles of incorporation, provisions limiting liability/
books and records, failure to inspect/
charter provisions limiting liability/
complaint alleging negligence/
consent to nonattendance at meetings as defense/
criminal liability/
custom or usage as defense/
damages/
defenses/
age/
consent to nonattendance at meetings/
custom or usage/
domination by others/
good faith/
honesty/
ignorance/
illness/
Negligence/
lack of experience/
nonresidence/
protests against negligent acts/
receiving no compensation/
reliance on officers/
usage or custom/
degree of care/
discovery/
domination by others as defense/
excuses/
failure to attend meetings, /
good-faith defense/
honesty as defense/
ignorance as defense/
illness as defense/
inexperience as defense/
inspection of books and records, failure/
investments/
lack of experience as defense/
limiting or eliminating liability/
loans/
malfeasance/
meetings, failure to attend, /
misfeasance/
nonfeasance/
nonresidence as defense/
protests against negligent acts as defense/
question of fact/
reliance on officers/
Negligence/
bank directors/
kind of corporation as factor/
residence of director as factor/
standing of director in business community as factor/
statutes, business corporations/
supervision of employees, /
time of discovery/
usage or custom as defense/
indorsement/
signatures/
Newspaper officers and editors, liability of/
Nominations/
eligibility, determination/
voting trust agreement/
Nonfeasance, personal liability/
Nonprofit corporations appointment/
classification/
compensation/
dissolution/
election/
gross negligence/
meetings/
membership status/
number/
qualifications/
requirement of directors/
resignation/
staggered terms/
term of office/
torts/
vacancies/
Nonresident directors actions against/
jurisdiction over/
negligence defense/
Nonshareholders, directors’ duties/
Notices/
codirectors as individually bound/
false notice/
imputed to board or corporation/
publication/
Nuisances caused by corporation, liability civil/
criminal/
Number/
change/
decrease/
effect on term of office/
election of insufficient number/
Officers, election or appointment powers/
Officer status/
Offices, creation or abolition/
Option contracts/
Organization meeting/
necessity/
OSHA liability/
Outside directors, duty of care/
Ownership of entire stock board actions/
notice of meetings/
Ownership of stock/
beneficial ownership/
disposal of stock/
necessity/
postelection acquisitions/
presumptions/
transferee of stock/
transfers of stock/
Parent and subsidiary corporations breach of duties/
Partners of corporation, directors’ duties/
Patents/
infringement/
rights/
Payments/
corporate debts/
personal debts/
Payments for stock adequacy of directors’ consideration/
services of directors as consideration/
Penalties, criminal violations/
Pension plans, power to create/
Personal liability CERCLA/
Personal use of corporate funds/
Pledges/
property, security for loan to corporation/
Possession of corporate property/
Powers/
advertising/
agents, employment/
amendment of articles of/
incorporation/
arbitration, submission of corporation/
articles of incorporation, amendment/
assessments on fully paid stock/
assets, sale/
assignments/
choses in action/
promissory notes/
assumption by executive officers/
attorneys, employment/
bankruptcy of corporation, filing of petition/
bonds, warrants/
borrowing money/
burden of proof/
bylaws, /
calls upon stock subscriptions/
changes in corporate structure or organization/
choses in action, transfer/
compensation, power to fix/
construction of buildings/
contracts/
control and management/
counsel, employment/
debts, power to incur/
derivative in nature/
directors of public corporations/
dividends, declaration/
donations of corporate property/
exclusiveness/
executive officers, assumption/
extent/
gifts of corporate property/
guaranty/
increase of stock/
indorsements of corporate paper/
investments/
issuance of stock/
leases/
limits/
loans/
management and control/
meetings of shareholders, voting/
mortgages/
nature of powers/
notices, publication/
offices, creation and abolition/
pension plans, creation/
pledges/
presumptions/
promissory notes/
publication of notices/
reduction of stock/
reincorporation/
releases of liability/
reorganizations/
repudiation of officers’ acts/
sales of corporate property, , /
sales of stock/
shareholder restrictions/
source/
stock, increase or reduction/
ultra vires acts/
voting at shareholders’ meetings/
winding up corporation/
Preceding directors’ acts, liability/
Preferences of creditors/
avoidability, /
misappropriation of assets, liability/
Preincorporation contracts, adoption or ratification/
President, conversion of assets by/
common directorate transactions/
embezzlement/
Profits, accounting to corporation/
actions to recover/
bribes/
complaint in actions to recover/
confidential or inside information, use/
consideration for surrender of corporate control/
constructive trusts/
contracts/
control of corporation, surrender for consideration/
customer lists or accounts, use/
election to corporate office, payments to secure/
gifts/
injury to corporation, necessity/
inventions/
lawfulness of obtaining profits, effect/
leases/
limitations on accounting rule/
miscellaneous applications of rule/
patents/
payments by third parties to director, -/
purchases or sales of stock/
remedies/
sales/
property/
stock/
secrecy as essential to accounting rule/
trade secrets, use/
trust property/
ultra vires acts/
use of corporate assets/
Promissory notes/
assignments/
execution/
loans to corporation, note as security/
security for loan to corporation/
transfer/
Promoters’ contacts, adoption or ratification/
Proof of official position/
Provisional/
Publication of notices/
Public corporations authority/
powers, /
Public corporations, loans from/
corporation, Sarbanes-Oxley Act of /
Purchases of claims against corporation/
Purchases or sales of corporate property,/
accounting for profits, /
assignee’s property/
breach of duties/
conversion/
duties, breach/
execution sales/
judicial sales/
misappropriation/
receivership property/
reorganization proceedings/
tax sales/
Purchases or sales of stock/
codirector’s stock/
concealment/
consideration for stock, adequacy/
damages/
effect on title to office/
fraud, /
insider trading/
payments for stock, adequacy of consideration/
premiums, right to receive/
shareholders’ stock/
agency transaction/
concealment/
duty to disclose information/
short-swing trading/
Qualifications/
Quasi-trustee relationship/
Railroad companies, adverse interests in rights of way/
Ratification/
codirectors’ acts/
conflicts of interest transactions, -/
fraud/
liability of directors upon ratification/
negligence of codirectors/
torts/
ultra vires acts/
RCRA liability/
Receivers/
compensation agreements, /
eligibility/
enforcement of directors’ liability/
grounds for appointment/
Receivership, resistance to/
Redemption of corporate property/
Reduction of number, effect on right of cumulative voting/
Reincorporation/
Relationship, nature/
Releases of liability judgments against directors/
power of directors/
statutory liabilities of directors/
Reliance on officers, committees, and professionals/
Remedies, actions against/
fraud/
Removal/
arbitration/
attorney general, powers/
bylaw provisions/
by shareholders, directors or officers/
cause/
classified directors/
codirectors, powers/
concurrent directorships as grounds/
courts, jurisdiction/
cumulative voting provision, effect/
duties of former directors/
equity jurisdiction of courts/
fraud/
grounds/
hearing/
jurisdiction of courts/
liabilities of former directors/
multiple directorships as grounds/
notice/
power to exercise/
procedure, /
remedies for wrongful removal/
shareholders’ powers, , /
voting/
wrongful removal/
Removal of officers/
Reorganization of corporation/
authority/
purchase of corporate property/
Reports/
failure to make/
Repudiation of officers’ acts/
Residence, requirements of office/
Residing or meeting in state as doing business/
Resignation/
acceptance, /
duties of former directors/
effect/
effective date/
evidence/
form/
fraud/
liabilities of former directors/
liability upon acceptance, /
notice/
oral/
pecuniary consideration, validity/
proof/
right/
service of process/
termination of fiduciary relationship/
written/
Resolutions/
contractual nature/
breach/
restraint of trade/
Rival business/
Rubber stamp directors/
Rule b-/
liability damages/
Salary advance to president/
Sale of consigned goods, misapplication of proceeds/
Sales to corporation/
Savings and loan associations, conflicts of interest/
Seal of corporation, burden of proof/
Section A/
Secured loans to corporation/
Secured transactions, interlocking directorates/
Securities laws violations blue sky laws/
damages/
Section (b) liability/
venue of actions/
Service of process/
foreign corporation directors/
resignation, effect/
Shareholder-directors/
necessity of shareholder status/
voting/
interest as affecting right to vote shares/
powers/
Shareholders/
conflicts of interest transactions, ratification or approval, /
favoring/
ratification of directors’ acts, , ,/
removal of directors, /
Shareholders’ derivative actions business judgment rule/
demand on directors/
director as plaintiff/
indemnification, , -/
parties, substitution/
refusal to sue/
standing to sue/
Shareholders’ stock, purchase/
Short swing trading/
Special acts or charters, acceptance/
Special litigation committees creation/
Speculation with corporate funds/
Staggered terms/
Standard of care or conduct/
bank directors/
causation, bank directors/
negligence/
Standing to challenge transactions/
Statutory liability, contribution among directors/
Stock increase or reduction/
Stock issuance/
fraud/
misappropriation/
Stock ownership/
beneficial ownership/
disposal of stock/
entire stock, effect/
necessity/
post-election acquisitions/
presumptions/
transfers of stock/
Stock repurchase or redemption/
Stock sales or purchases/
Stock sales or purchases/
codirector’s stock/
concealment/
damages/
false statements/
fraud/
insider trading/
payments/
Stock transfers, effect on title to office, /
Subrogation rights as creditors/
Subscriptions to stock calls/
duty to disclose material facts/
release/
special terms, authority to make/
Suretyship, fidelity bonds/
Takeovers/
Tax liability/
defenses/
penalties/
stock options/
Tender offers/
Termination, effect on dealings with corporation or property/
Term of office/
classified directors/
coextensive with officers/
concurrent directorships, effect/
holding over/
multiple directorships, effect/
number of directors, effect of decrease/
officers’ terms as coextensive/
shortening term/
staggered/
Title to corporate office/
quo warranto to determine/
Title to corporate property/
estoppel to deny corporation’s title/
Torts/
Trademark infringement/
Trade name infringement/
Trade secrets/
duties/
Transfers of corporate property or stock/
conversion/
misappropriation/
registration, necessity/
Trespass, liability/
Trustee relationship/
shareholders/
Trust property/
Ultra vires acts/
liabilities/
misappropriation of funds/
speculation/
Unfair competition, personal liability/
Unlawful distributions/
liability/
Unlawful dividends/
advice of counsel/
consent/
contracts of corporation, liability/
creditors’ suits/
damages/
defenses/
ignorance, -/
mistake, -/
ratification/
reasonable care standard/
Vacancies/
quorum required to fill/
Votes as constituting contracts/
Voting/
common directors/
conflicts of interest transactions, , /
corporate meetings and elections/
interested directors, /
interlocking directorate/
right to vote as shareholder/
Waiver/
notice of directors’ meetings, /
Watered stock ownership/
Watered stock liability/
Winding up corporation, /
Workplace safety, liability/
DISBURSEMENTS/
See Foreclosure of Mortgages; Reports/
DISCHARGE/
Corporate liability, effect on/
Director’s, liability/
Liens on stock/
Officer’s liability/
Shareholders’ liability, -/
DISCLOSURE/
See also Notice to Officers or Agents; Reports/
Reports by officers/
Securities and Exchange Act of /
DISCOVERY/
See also Admissions and Declarations; Depositions/
waiver/
multinational litigation/
waiver/
Bill in equity/
Bondholders, discovery/
Depositions and examinations, /
shareholder’s derivative action/
Due process/
Federal practice/
discovery of electronically stored information/
Foreign corporation, jurisdictional issues/
Interrogatories/
waiver/
Production and inspection of documents or records compliance/
foreign subsidiary/
electronically stored information/
right to inspect records distinguished/
self-incrimination/
shareholder’s derivative action/
Requests for admissions/
Sanctions/
Subscriptions/
Work product rule/
DISCRIMINATION/
See also Foreign Corporations; Rate Regulations; Taxation Actions by or against corporations/
ADEA/
arbitration/
Against federal government/
Age/
Americans with Disabilities Act (ADA)/
Arbitration/
Co-worker liability/
Disabled persons, /
Employment/
burden of proof/
Hostile work environment claims/
Membership corporations, exclusion from membership/
Nonprofit corporations, exclusion from membership/
Parent corporation liability/
Pregnancy/
Rehabilitation Act/
Religious/
harassment/
male-on-male/
hiring/
pregnancy/
wages/
Supervisor liability/
Title VII/
actions/
burden of proof/
retaliatory discharge/
DISMISSALS OF ACTIONS/
Creditors’ bills/
Receivers, suit for appointment attempt to dismiss/
DISPENSARY/
See Hospitals/
DISQUALIFICATIONS/
See Judges; Jury; Witnesses/
DISSENTING SHAREHOLDERS/
See Appraisal Rights; Minority Shareholders; Shareholders/
DISSOLUTION OF CORPORATIONS/
See also Answer; Merger and Consolidation/
Abandonment of business, /
Acceleration of maturity of corporate obligations/
Administrative dissolution grounds/
procedure/
reinstatement/
Alternative remedies/
buyout remedy as alternative valuation of shares/
buyouts/
provisional directors/
DISSOLUTION OF/
Antitrust laws violating corporations/
Appeals/
suits by or against dissolving or dissolved corporation/
Appointment of receiver as ipso facto dissolution/
Arbitration/
Articles of dissolution/
Assignments for benefit of creditors, /
Attachment, effect/
Attorneys’ fees/
Banks/
voluntary liquidation/
winding up/
Bonds/
Buyout remedy as alternative/
Cancellation of debts owing by or to corporation/
Capacity to sue and be sued, /
abatement, /
appeals/
appearances/
arbitration/
service of process/
survival period/
Charter/
expiration/
revocation, forfeiture or suspension/
Claims against corporation/
post-dissolution claims/
survival statutes/
Collateral attack on corporate existence/
Common law/
Conditions precedent to involuntary dissolution/
demand upon corporate officers/
Consideration for stock, inadequacy as grounds/
DISSOLUTION OF/
Consolidation/
attempt without authority/
distinguished/
Constitutionality/
Contingent liabilities/
Continuation of existence debts of corporation/
environmental liability/
expiration of statutory period of extension/
length of continuation period, /
liability of officers and directors/
liability of shareholders/
statutory provisions, /
Contracts/
contingent liabilities/
contracts, power to enter/
enforcement/
leases/
purchases of stock, rescission/
validity/
Costs in proceedings/
Creditors’ bills, rendering unnecessary judgment and execution prior to maintenance of action/
Creditors rights/
suits to dissolve/
Criminal proceedings pending/
Custodians/
Deadlock, /
Debts of corporation, liability of directors and officers/
Debts owing by or to corporation/
Decree involuntary proceedings/
DISSOLUTION OF/
Definitions/
De jure/
Directors, powers and liabilities/
actions against directors/
continuation of business/
dissolution as defense/
effect of dissolution/
liability for debts of corporation/
voluntary dissolution/
winding up/
Dismissal of proceedings/
Distinctions/
Distribution of assets/
allowance of claims/
among shareholders, -/
creditors’ rights/
directors, duties and liabilities/
improper/
presentation of claim/
priorities and payment of claims/
attorneys’ fees/
bankruptcy laws, preemption/
costs/
fixed claim/
interest/
preferred shareholders, /
time fixed/
proof of claim/
shareholders’ agreements regulating/
taxes/
trust beneficiaries, apportionment of rights/
trust fund doctrine/
unclaimed property/
unregistered transfers of stock/
Dividends, nonpayment/
DISSOLUTION OF/
Duties/
party to shareholders’ suits/
removal/
selection/
statutory liquidators/
superintendence by court/
Duties of trustees, -/
collection of assets/
duration of powers/
exercise of powers, manner/
payment of debts/
specific powers/
Effect/
abatement of pending lawsuits/
acceleration of debts of corporation/
appearances/
cancellation of debts of corporation/
causes of action after dissolution/
contracts, power to enter/
contracts, validity/
corporate property, -/
criminal liability/
debts of corporation, , /
directors, powers and liabilities/
enforcement of contracts/
extraterritorial/
goodwill/
guaranty/
judgments against corporation/
license tax/
occupation taxes, liability/
officers, powers and liabilities/
DISSOLUTION OF/
property, -/
registered agent/
reports, filing/
service of process/
shareholders/
taxes/
title to property/
Environmental liability of dissolved corporations/
Equitable nature of proceedings/
Estoppel/
denying corporate existence, ,/
Evidence/
Execution, effect/
Extraterritorial effect/
Federal equity receivers effect of appointment/
Fees in proceedings/
actions and proceedings affected/
attachments/
executions/
garnishments/
limited existence for purpose of litigation/
pending actions and proceedings/
representative actions by or against/
charter provisions for dissolving or winding up/
effect/
foreign country/
full faith and credit/
jurisdiction, local courts to conserve assets/
jurisdiction to dissolve/
power to dissolve, /
DISSOLUTION OF/
property rights/
standing to sue, effect/
Franchise tax/
duty to pay upon dissolution/
failure to pay as grounds/
Fraud as grounds/
Garnishment, effect/
Goodwill, effect upon/
Grounds for involuntary dissolution/
abandonment or suspension of business/
agent for service of process, failure to appoint/
alienation of property/
banks/
cessation of business/
common law/
conditions subsequent, breach, /
corporate purpose, failure/
deadlock, shareholders or management/
deadlock in board of directors/
debts, failure to pay/
dissension among shareholders/
franchise tax, failure to pay/
fraud/
directors or controlling shareholders/
gambling/
illegal acts, directors or controlling shareholders/
illegality/
impracticability of purpose/
inability to continue business/
insolvency/
intent to do wrongful acts in future/
DISSOLUTION OF/
Grounds for involuntary dissolution/
lease of property/
license tax, failure to pay/
management deadlock/
meetings, failure to hold/
minority shareholder oppression/
misapplication of assets/
mismanagement/
misuse or abuse of franchises or powers/
assessments on stock/
prohibited acts/
restraint of trade/
shares, fictitious issuance/
ultra vires acts/
negligent acts or omissions/
nonpayment of tax/
nonuser of franchises or powers/
offices, failure to keep within state/
oppression of minority shareholders, /
registered office, failure to open or maintain/
reports or papers, failure to file/
shareholder deadlock/
threats of wrongdoing/
unlawful business purpose/
waste of assets/
watered stock/
Hearing in proceedings/
DISSOLUTION OF/
Incorporators/
Injunctive relief/
Involuntary/
alternative remedies/
alternative remedy, effect/
appellate review/
attorneys’ fees/
bond required to prevent asset wasting/
bonds/
buyout remedy/
costs/
demand requirement in shareholder proceedings/
discretion of courts/
dismissal of suit to dissolve/
equitable nature of proceedings/
evidence in proceedings/
grounds/
hearing/
injunctive relief/
judgment/
judicial attitude/
jurisdiction, -/
nature of proceedings/
notice requirements/
election to purchase petitioner’s shares/
parties, -/
pending dissolution proceedings/
pleadings/
procedure/
prosecution of unlawful acts as conditions precedent/
quo warranto/
service of process/
settlement of suit to dissolve/
standing to bring/
DISSOLUTION OF/
Involuntary/
stay of proceedings/
valuation of petitioning shareholders’ shares/
venue/
voluntary dismissal of suit to dissolve/
waiver of right/
Ipso facto dissolution/
abandonment of business/
acquisition of control by one person/
alienation of corporate property/
banks/
concentration of share ownership/
death of officers/
death of shareholders or members/
destruction of property/
dispersal of shareholders or members/
failure to commence business/
foreclosure sale of property/
inability to continue business/
judicial control of property/
lease of property and franchises/
license fees, failure to pay/
meetings of shareholders, failure to hold/
national banks/
public service corporation/
railroad companies, failure to commence business/
receiver, appointment/
removal of officers/
reports, failure to make/
resignation of officers/
DISSOLUTION OF/
Ipso facto dissolution/
self-executing statutes/
sole ownership of stock/
statutory noncompliance/
taxes, failure to pay/
transfer of property/
want of officers/
water companies, failure to commence business/
withdrawal of shareholders or members/
Judgments/
execution/
involuntary proceedings/
Judicial/
Jurisdiction of courts, -/
equity/
federal courts/
abstention/
Leases/
grounds for dissolution/
Liquidation/
procedure/
trustees parties to shareholders’ suits/
Maturity of corporate obligations/
Merger/
attempt without authority/
distinguished/
Methods/
buy-out as alternative remedy/
oppression as grounds/
right to prevent/
standing to sue/
unfairness as grounds/
Model Business Corporation Acts judicial dissolution/
fraud, directors or controlling shareholders/
DISSOLUTION OF/
management or shareholder deadlock/
misapplication or waste of assets/
oppression of minority shareholders/
voluntary/
articles of dissolution/
directors/
incorporators/
revocation/
statement of intent to dissolve/
vote of shareholders/
written consent of shareholders/
Name, protection/
remedies/
National banks/
Nonprofit corporations death of members/
grounds for judicial dissolution/
property, effect upon/
withdrawal of members/
Notice of dissolution to creditors/
Notice requirements/
Officers, powers and liabilities dissolution as defense/
liability for debts of corporation/
voluntary proceedings/
Parties to involuntary proceedings/
indispensable parties/
interventions/
necessary parties/
DISSOLUTION OF/
Pending actions/
Pleading/
dissolution/
Pledgee of stock, action to dissolve/
Post-dissolution claims/
Powers during continuation/
Power to dissolve/
directors/
Practice and procedure, involuntary proceedings/
Pre-dissolution claims/
liquidating dividends/
priority to distributions, /
Presumptions/
Priorities in distributions/
attorneys’ fees/
costs/
interest payments/
preferred shareholders, /
taxes/
Procedure in suit to dissolve/
death of members/
Proof/
Property and conveyances/
assignment before dissolution/
transfer before dissolution/
transfers by or to corporation after dissolution/
Proxies, revocation/
Purchases of stock, effect of dissolution/
Quo warranto/
Receivers in dissolution proceedings/
accounting/
DISSOLUTION OF/
Receivers in dissolution proceedings/
bond/
creditors, appointment of/
directors, substitution for/
eligibility/
grounds/
notice/
pendente lite/
persons who may apply for appointment/
power to appoint/
proceedings/
propriety/
qualification/
selection/
shareholders, appointment of/
time for application/
trustees, substitution for/
compensation/
duties/
liabilities/
nature of statutory receivers/
powers/
rights/
termination of receivership/
title to corporate property/
Reincorporation distinguished/
Remedies, survival statutes/
analogous statutes/
expiration, right to sue/
pre-dissolution claims/
right to sue after expiration/
statutes of limitations, compared/
Reorganization distinguished, /
duty to make affected/
DISSOLUTION OF/
Review of involuntary proceedings/
Revocation/
forfeiture or suspension of charter/
Rights of trustees, -/
Sale of property, winding up process, -/
Sales of stock, effect of dissolution/
Service of process/
Settlement of dissolution proceeding and enforcement/
Shareholders, powers and liabilities condition precedent to enforcement/
consent to voluntary dissolution/
creditors, /
direct actions to compel dissolution/
distribution of assets, /
parties to involuntary/
standing to seek dissolution/
standing to sue/
mismanagement/
DISSOLUTION OF/
oppression, directors or controlling shareholders/
suits/
transfer of stock/
waiver or estoppel precluding suit to dissolve/
Shareholders’ approval voting requirements/
written consent/
Standing to dissolve/
Statement of intent to dissolve/
State’s right of action/
estoppel/
waiver/
construction and constitutionality/
preemption, environmental liability/
Stay of proceedings/
Survival of claims/
Survival statutes/
analogous statutes/
expiration, right to sue/
pre-dissolution claims/
right to sue after expiration/
statutes of limitations, compared/
Suspension of business/
Tax claims/
priority in distribution/
setoff rights/
Temporary injunction in dissolution proceedings/
Title to corporate property upon dissolution/
Tort liability/
Transfers of stock/
restrictions, effect/
DISSOLUTION OF/
Trustees for winding up/
accounting/
actions by and against/
name in which brought/
pleadings/
shareholders/
appointment/
best judgment, use of/
bond/
carrying on business after dissolution/
compensation/
court supervision/
director-trustees/
discharge/
duties/
eligibility/
errors in judgment/
liability, -/
liquidation costs/
nature of office/
negligence/
powers/
profits illegally realized, accounting for/
qualification/
rights/
selection/
taxes/
termination/
title of director-trustee/
Uniform Principal and Income Acts/
Venue of suits/
Voluntary/
bad faith/
banks/
common law/
directors/
effective date/
DISSOLUTION OF/
Voluntary/
good faith/
grounds/
incorporators/
judicial supervision/
majority shareholders, power/
minority shareholders, rights, and remedies/
national banks/
notice, dissolution to creditors/
number of shareholders required/
officers, authority/
procedure/
revocation/
shareholders’ approval/
written consent/
statement of intent/
statutory regulations of corporation/
trust companies/
Voluntary dismissal of proceedings/
Voting of stock held by dissolved corporation/
Watered stock as grounds/
Winding up/
creditors’ suits/
custodians/
directors, powers and liabilities/
discharging liabilities/
expiration of time period/
notice of dissolution to creditors/
sale of property, -/
liens, effect/
DISSOLUTION OF/
Winding up/
purchaser’s rights and liabilities/
shareholders’ right to sue after dissolution/
trustees/
DISTILLING COMPANIES/
See Powers/
DISTRIBUTION OF ASSETS/
See also Dissolution of Corporations; Insolvency/
Directors, duties and liabilities creditors’ suits/
Foreign corporations insolvency/
internal affairs doctrine/
Officers, duties and liabilities/
Preferred shareholders, priority/
DISTRIBUTIONS/
See Dissolution of Corporations; Foreclosure of Mortgages; Insolvency; Stock/
DISTRICT OF COLUMBIA/
Citizenship of corporation/
Congressional creation of corporations/
Creation of corporations/
Federal courts/
long-arm statutes/
Jurisdiction/
Preference of creditors of banks/
Removal of causes/
Residence of corporation/
DITCH COMPANIES/
DIVERSION OF INCOME/
Operating expenses, priority affected by/
DIVERSITY OF CITIZENSHIP/
Agents and instrumentalities of states/
Alien corporations/
Alignment of corporation/
Change in domicile/
Collusion to confer jurisdiction/
shareholders/
Complete diversity/
Corporation as citizen/
Derivative actions/
Destruction of diversity/
Determination of corporate citizenship/
Domestication of corporation, effect/
Dual citizenship/
Federal Housing Administration/
Federal rules, /
Fictitious parties defendant, /
Foreclosure of mortgages, -/
Home office test/
Multistate corporations/
National banks/
Necessary and indispensable parties, /
Nerve center test/
Nominal parties/
Place of operations test/
Principal place of business, , /
Puerto Rico/
Realignment of parties/
Real parties in interest/
Receivers/
Removal of causes/
Sham parties/
Shareholders, collusion/
Territories/
Total activity test/
Unnecessary parties/
DIVIDENDS/
See also Subscriptions to Stock Accrued interest/
Accumulated earnings tax, paid deduction/
Accumulated surplus or profits/
Actions to compel declaration and payment/
derivative/
equity/
nature of remedy/
Administrators of estates/
setoff of deceased shareholder’s debts/
Agreements to divide profits/
Arrearages, elimination by charter amendment/
Assignment/
Attachment of stock, right to dividends/
Balance sheet tests/
Banks, limitations/
Bonds, payment with/
Bonuses characterized as dividends/
Borrowing money to pay/
Business judgment rule, /
Business trust/
Capital/
impairment/
reduction of surplus/
stated capital/
surplus/
Capital requirements/
balance sheet test/
equity insolvency test/
Cash dividends/
revocation or rescission/
Close corporations/
shareholders’ agreements/
Compelling declaration and payment/
Conflicts of law/
Consolidations, assenting shareholders’ rights/
Constructive/
Constructive, taxation (federal)/
Contracts for stock sales/
provisions regarding dividend rights/
purchaser’s rights/
Conversion of stock, recovery of dividends/
Creditors, attachment/
Cumulative/
Debts of corporation, deduction/
Debts of shareholders, setoff/
Deceased shareholders/
persons entitled to dividends/
setoff of debts/
Declaration and payment actions to compel/
attorneys’ fees/
class actions/
demand, necessity/
derivative actions/
estoppel/
interpleader/
laches/
litigation expenses/
mandamus/
nature of remedy/
parties/
pleadings/
authority to declare/
borrowing money to pay/
business judgment rule, /
compelling/
conflicts of law/
criminal liability of directors for unlawful declaration/
custom/
directors, powers and abilities, /
actions against to compel declaration and payment/
criminal liability/
damages, /
declaration and payment, /
evidence/
discrimination among shareholders/
estoppel to object/
formal requirements/
informalities/
interpleader/
irregularities/
judicial intervention/
mandamus to compel/
officers, actions to compel/
place of payment/
power to declare/
preferred shareholders, rights/
presumptions, payment out of profits/
proof of declaration/
ratification/
resolutions/
stock dividends/
time/
transferees/
unregistered transferee/
valuation of property and assets/
Deductions from available profits/
Definition/
Depletion reserves/
Depreciation of assets, deduction/
Directors, powers and liabilities, , /
business judgment rule, /
criminal liability/
damages/
standard of care/
stock dividends/
Discrimination among shareholders/
Dissolution, nonpayment as grounds/
Distinctions, /
Distributees under estates, entitlement/
Division of profits/
agreements/
Double taxation/
Earned surplus definition/
Elimination by merger/
Entitlement to dividends/
Equity/
insolvency test/
Escheat/
Estate succession/
Estoppel/
objections to informal declaration/
Excise taxes/
generally/
measurement by/
Executors of estates/
setoff of deceased shareholder’s debts/
Executory stock sales contracts, purchaser’s rights/
Expenses, deduction/
Foreign corporations, state regulation/
Formal declaration/
Garnishment of shares, right to dividends/
Husband and wife, entitlement/
Illegal issuance of stock, dividend as payment/
Impairment of capital, -/
Income/
distinctions/
Income taxes (state)/
Informalities in declaration/
Insolvency of corporation, effect/
Interest/
accrued to corporation/
owed by corporation/
payable as dividends/
recovery by shareholders/
Investment companies, trust beneficiaries, apportionment of rights/
Investment trusts/
Irregularities in declaration/
Laches as bar to compelling declaration/
Legal capital/
Legatees under estates, entitlement/
Life tenant and remainderman, rights/
acquisitions/
apportionment/
burden of proof/
capital gains dividends, investment company/
consolidation/
date of apportionment/
death of life tenant/
dividends in shares of another corporation/
guaranteed dividends/
intention of testator or donor/
investment company distributions/
Kentucky rule/
Massachusetts rule/
mergers/
natural resources corporations/
Pennsylvania rule/
preferred stock/
presumptions/
reorganizations/
Restatement of Trusts/
retroactive effect of statutes/
Revised Principal and Income Act/
Revised Uniform Principal and Income Act/
sale of shares or securities/
shares of another corporation/
small share distributions/
wasting assets/
Limitation of actions to compel declaration/
Liquidating/
preferred shareholders’ rights/
Maintenance of assets, deduction/
Mandamus to compel declaration/
statute of limitations actions to compel declaration/
Mandatory declaration/
Marital property/
Merger of corporation, effect/
assenting shareholders’ rights/
rights and powers/
Misappropriated stock, recovery of dividends/
National Bank Act, limitations/
Natural resources, wasting assets/
Nature of dividends/
Net earnings, distinction/
Net profits/
determination/
New York law/
Nimble dividends/
No-par-value stock/
Notice/
assignment/
Options to purchase stock/
Parent and subsidiary corporations declaration and payment/
earned surplus of subsidiary/
taxation/
Persons entitled to dividends contract provisions/
creditors by attachment/
distributees under estates/
husband and wife/
interpleader of conflicting claimants/
legatees/
pledgors and pledgees/
purchasers of stock/
record date/
resolution provisions/
shareholders/
spouses/
transferors or transferees of stock/
trustees/
wife and husband/
Place of payment/
Pledges of stock/
Power to declare/
Preferred stock/
actions to recover/
borrowing money to pay dividends/
cumulative dividends/
discretion of directors/
dissolution, rights of preferred shareholders/
dividend credit rule/
extent of preference/
guaranty of dividends/
legal limitations/
life tenant and remainderman rights/
mandatory dividends/
noncumulative dividends/
participation with common shareholders/
transferees’ rights/
Presumptions, payment out of profits/
Proceeds of sales/
Profits, distinction/
Profits and surplus available/
accounts receivable/
accrued interest/
bad debts/
capital surplus/
debts of corporation, deduction/
deductions, /
definition of profits/
depreciation of assets, deduction/
determination/
directors, power to determine/
expenses, deduction/
income, distinction/
indebtedness/
interest/
accrued to corporation, inclusion/
owed by corporation, deduction/
maintenance of assets, deduction/
methods of determination/
money due/
New York law/
nimble dividends/
operating expenses/
reduction of capital surplus/
reserve funds/
stock dividends/
taxes/
time of measurement/
valuation of property and assets/
Property as payment/
Propriety, shareholders right to inspect books and records/
Purchasers of stock/
Ratification/
Record date/
Reduction of capital surplus/
Reorganizations, trust beneficiaries, apportionment of rights/
Repurchase of stock, effect/
Rescission of stock purchase contracts, effect/
Reserve funds/
Resolutions/
Revocation or rescission of declaration/
cash dividends/
stock dividends/
Salaries distinguished from dividends/
Scrip/
Setoffs against/
debts of shareholders/
transfers of stock, effect/
Shareholders’ liability, unlawful distribution/
beneficial owners of shares/
contribution claims, shareholders/
creditors/
director-shareholders/
good faith defense/
joinder of parties and claims/
knowledge/
liquidating trustees/
officer-shareholders/
pleading requirements/
post-distribution claims/
ratification of director action, effect/
receivers/
standing to sue/
transferees or transferors/
Shareholder’s right to declaration and payment/
agreements to require payment/
class actions/
derivative actions to compel/
direct actions to compel/
discrimination/
entitlement to dividends/
equitable remedies/
estoppel/
expenses, recovery/
interest, recovery/
laches/
mandamus remedy/
nature of remedy/
power to declare/
remedies/
setoff of debts/
transferees/
vested rights/
Spouses, entitlement/
State as claimant/
Stated capital/
Statutory limitations/
balance sheet test/
Statutory provisions, persons entitled to dividends/
Stock dividends/
allocation to income/
authority to declare/
cash in lieu of shares/
definition/
directors, declaration/
distinctions/
effect of dividend/
equitable owner, rights/
formal declaration/
no-par-value/
power to declare/
profits and surplus available/
resolutions/
share splits, distinction/
statutory limitations/
surplus profits, necessity/
taxation/
Stock redemption not essentially equivalent to a dividend/
Stock subscription rights, trust beneficiaries, apportionment of rights/
Subscriptions to stock, false representations/
Subsidiary corporations/
declaration and payment/
earned surplus/
Surplus profits/
Taxation/
Taxation (federal)/
generally/
C corporations/
corporate shareholders/
earnings and profits/
effect on corporation/
effect on shareholders/
form of dividend/
Time of payment/
Transactions treated as/
Transfers of stock/
contract provisions/
setoffs against dividends, effect of transfer/
transferor’s or transferee’s rights/
unregistered transfers, effect, /
Trustees, entitlement/
Unclaimed dividends/
Uniform Principal and Income Acts, /
characterization of dividends by corporation/
consolidation/
mergers and acquisitions/
reorganizations/
retroactive application/
settlor’s intent/
wasting asset corporations/
Unlawful dividends/
actions to recover/
appointment of receiver/
bond given, enforceability/
chief financial officers, liability of/
criminal liability/
directors’ liability/
abatement of cause of action/
common law/
conflicts of laws/
criminal liability/
damages/
dissenting directors/
enforcement/
evidence/
extent of statutory liability/
good faith/
limitations of actions to enforce/
nature of liability/
nonparticipating directors/
pleading in action to enforce/
reliance on financial statements/
shareholders enforcement/
standard of care/
standing to sue/
survivability of cause of action/
trustee in bankruptcy, enforcement/
waiver/
injunction against payment/
note given, enforceability/
officers’ liability/
recovery/
shareholders’ liability actions/
beneficial owners of shares/
contribution/
corporation’s right of action/
creditors, , /
director-shareholders, /
good faith/
joinder of parties and claims/
knowledge/
liquidating trustees/
post-distribution claims/
ratification of director action, effect/
receivers/
standing to sue/
transferees or transferors/
Unpaid dividends/
Unregistered transfer/
Valuation of property and assets/
Wasting assets/
effect on right to declare/
Wife and husband, entitlement/
DOCUMENTARY EVIDENCE/
See also Corporate Existence; Evidence/
DOMESTICATION OF CORPORATIONS/
Corporations to which applicable/
Jurisdiction of courts/
Necessity for legislation/
Qualification to do business compared/
State’s power to require/
Statutes/
necessity and sufficiency/
Sufficiency of legislation/
Taxation, power of state to require for tax purposes/
Validity of requiring/
DOMESTIC CORPORATIONS/
See also Foreign Corporations Classification/
Garnishees/
DOMICILE/
See also Citizenship; Inhabitant; Residence/
Bankruptcy laws/
Change of domicile/
Choice/
Corporation/
Double domicile/
General rule/
Meetings/
Multiple domiciles/
National banks/
National corporations/
Natural persons compared/
Place of business as determining/
Principal office/
Registered office/
Situs of stock/
Taxation purposes/
Territorial corporations/
Transaction of corporate business/
Venue statutes/
DORMANT CORPORATIONS/
DOUBLE TAXATION/
See Foreign Corporations Capital stock/
C corporations/
Corporate entity, generally/
Corporate property/
Corporation and holder of stock/
Definitions/
Dividends/
Franchise/
Gross receipts, two or more taxes on/
Income tax/
License or occupation taxes, two or more/
License tax/
Liquidation, complete/
Memberships/
Property tax/
Sales taxes/
Validity/
DRAFTS/
See Checks; Negotiable Instruments; Preference of Creditors of Banks; Promissory Notes/
DRAINAGE DISTRICTS/
See also Classifications of Corporations; Municipal Corporations Incorporation under special acts/
DUE PROCESS OF LAW Generally/
See also Government Control Apportionment/
Attachment proceedings, procedural due process/
Constructive service of process/
Corporation, applicability of/
constitutional provision/
Corporation’s rights, actions by and against/
conviction without notice/
Ex post facto laws/
long-arm statutes/
protection/
taxation/
Garnishment proceedings, , /
In personam jurisdiction/
In rem proceedings/
Jurisdiction/
in personam/
in rem proceedings/
Long-arm statutes/
Nexus/
Nondiscrimination/
Notice/
Property taxation/
Receivers/
appointment/
converting private into common carrier/
forfeitures/
franchise impairment/
hearings/
notice/
penalties/
performing service without compensation/
taking private property/
unreasonable regulations/
Relation to services provided/
Service of process/
long-arm statutes/
Substituted service of process/
Taking private property/
Taxation/
DURESS/
See Contracts for Sale or Purchase of Stock/
DUTY OF CARE/
EARNINGS/
See Mortgages and Deeds of Trust; Taxation (Federal)/
EASEMENTS Estoppel/
Power to grant/
Ratification/
Secondary franchise distinguished/
ECCLESIASTICAL/
CORPORATIONS/
See also Religious Corporations Origin/
Religious corporations distinguished/
ECONOMIC OPPORTUNITY ACT/
See Nonprofit Corporations/
EDUCATIONAL CORPORATIONS/
See also Universities and Colleges Amendment or repeal of articles of incorporation/
Classification/
public corporation/
quasi-public/
Name, protection/
Nonprofit status/
Private corporation, classification/
Public corporation, classification/
Purposes/
Trustee, power to act as/
EJECTMENT/
Actions by and against corporations/
Wrongful ejectment of tenants, tort liability/
ELECTION OF REMEDIES/
See Remedies; Subscriptions to Stock/
ELECTIONS/
See also Elections of Directors and Officers; Meetings of Shareholders/
Federal elections, contributions or expenditures/
Political contributions, corporations/
Proxies, validity/
electronic transmissions/
ELECTIONS OF DIRECTORS AND OFFICERS/
See also Appointment of Directors; De Facto Officers/
Amendment to certificate of incorporation to authorize cumulative voting/
Bylaws governing election of directors of public corporation/
Challenges to validity, standing/
Classification of directors, effect/
Collateral attack/
Cumulative voting/
amendment of certificate of incorporation/
classification of directors, effect/
De facto officers/
collateral attack/
irregularities/
Disqualified candidate/
Estoppel, right to challenge/
Fraud/
Illegal or irregular, effect/
dealings with corporation or property/
liability of director or officer/
Ineligible candidate/
Insufficient number/
Liability of upon election, , , /
Mandamus to compel/
Manner/
Nomination/
Notice, insufficient/
Notification of director or officer/
Number, insufficient/
Payments to secure, accounting to corporation/
Power/
Remedies to determine validity, /
Setting aside, grounds/
Shareholders powers/
Staggered board/
Standing to challenge/
Time, -/
Vacancies/
Validity/
authority to determine/
collateral attack/
presumptions/
statutory remedies/
Voting/
cumulative/
Waiver, right to challenge/
ineligibility as grounds/
ELECTRICITY/
See Electric Light and Power Companies; Public Utilities/
ELECTRIC LIGHT AND POWER COMPANIES/
See also Public Utilities Antitrust/
Classification/
manufacturing corporation/
public utility corporation/
trading corporation/
Federal Energy Regulatory Commission/
Franchise, replacement by municipal system/
Manufacturing corporation, classification/
Mortgages of after-acquired property/
Powers/
Public utility corporation, classification/
Regulation/
Trading corporation, classification/
ELECTRONIC COMMERCE/
Internet activity, minimum contacts for personal jurisdiction over foreign corporations/
ELECTROTYPING/
ELEEMOSYNARY/
CORPORATIONS/
See also Benevolent Associations, Corporations and Societies; Charitable Corporations;
Educational Corporations; Hospitals; Literary Corporations; Scientific Corporations First
Amendment protections/
Jurisdiction/
ELEVATOR COMPANIES/
Powers/
EMBEZZLEMENT/
defenses/
jury instructions/
Burden of proof/
Defenses/
Directors/
Evidence/
Federal statutes/
Indictment and information/
Intent or knowledge/
Jury instructions/
National banks/
Officers/
Presumptions/
Statutory liability/
EMERGENCY BYLAWS/
See Bylaws/
EMINENT DOMAIN/
See also De Facto Corporations;/
Foreign Corporations Abutting owners, additional servitude as taking of property/
Administrative proceedings/
Ascertainment of damages/
Best use, valuation factor/
Burden of proof/
Business losses/
Commissioners/
Compensation and damages/
Consolidations/
foreign and domestic company/
rights acquired by new corporation/
Corporate property/
Costs/
De facto corporation, exercise of right or power by/
Definition/
Delegation of right or power/
condemning for another company/
express delegation/
domestic corporation, agent/
powers, /
forfeiture, franchise/
implied delegation/
lease, franchise/
Easements, extension of rights/
Ejectment/
Estoppel in pais/
Exceptions, commissioners’ reports/
Excess condemnation/
Federal courts, condemnation/
proceedings in state court/
Future needs/
Future use/
Highest use, valuation factor/
Injunctions, /
Intangible property rights/
Interest, right/
Inverse condemnation/
Issues/
Jury trials/
Just compensation/
Laches/
Land use restrictions, regulatory takings/
Measure of damages/
Mergers, rights acquired by new corporation/
Necessity/
Partial takings, damages/
Parties to actions/
Payments by condemnee/
Payment to court, amount of compensation/
Pleadings/
Police power distinguished/
Powers/
character and extent/
companies that may exercise/
impairment of contract of charter/
Present use/
President of corporation, power of/
Priorities, foreclosure of mortgages/
Priority of actions/
Procedure/
Public use defined/
examples/
incidental private gain/
limited public benefit/
necessity/
private gain/
railroads/
utilities/
Railroads, public use/
Receivers/
leave of court/
Regulatory takings/
Remedies/
Right or power, existence/
Taking of property/
abutting owners, additional servitudes/
damage to property/
defined/
impairment of obligation of contract/
land use restrictions, regulatory takings/
property already held for public use/
property which may be taken/
regulatory takings/
Taxation distinguished/
Title acquired/
Trespass/
Utilities, public use/
Valuation of property/
Waiver, compensation or damages/
EMPLOYEE BENEFIT PLANS/
See Employees; Pensions and Profit Sharing; Salaries and Other Compensation; Stock Options/
EMPLOYEE RETIREMENT/
INCOME SECURITY ACT OF /
Alter ego theory, /
Asset sales/
Bankruptcy/
Breach of fiduciary duty/
Civil actions/
Consolidated Omnibus Budget Reconciliation Act of/
Control group liability/
Corporate reorganizations/
Coverage/
Disclosure requirements/
Employees, interference with ERISA rights/
Enforcement/
Estoppel/
Existence of ERISA plans/
Federal common law/
Fiduciary responsibilities/
Funding standards/
Insolvency/
Interference with employees’ rights/
Material misrepresentations, fiduciaries/
Multiemployer plans/
parent liability/
Multiple employer plans asset sales/
corporate reorganizations/
Parent liability/
multiemployer plans/
Participation standards/
Pension Benefit Guaranty Corporation/
control group liability/
Piercing corporate veil/
Plan documents/
Predecessor liability/
Preemption/
Reporting requirements/
Sale or purchase of stock, consideration/
criminal penalties/
Shareholder liability/
multiple employer plans/
Third party beneficiary/
Vesting standards/
Withdrawal liability asset sales/
corporate reorganizations/
parent liability/
EMPLOYEES/
See also Agents; Directors; Employees’ Stock; Employment Discrimination; Managers; Officers and
Agents; Service of Process/
Accounts, duties/
Admissions and declarations, /
Age discrimination/
Alcohol testing/
Amendment or repeal of articles of incorporation, rights of employees/
Authority/
Benefit plans/
short-swing trading liability/
COBRA/
Conduct, notice or knowledge imputed to corporation/
Conspiracy/
Constructive discharge/
Criminal liability/
Customer lists, duties/
Definition, -/
Directors/
criminal liability/
labor laws/
recruitment of competitor/
supervision/
negligence/
standard of care/
workplace safety/
Discharge, wrongful/
Discrimination/
Drug testing/
Dual capacity doctrine/
Dual employment doctrine/
Duties/
Emotional distress, corporate liability/
Equal Pay Act/
ESOPs/
Exempt employees/
Fair Labor Standards Act/
Family and Medical Leave Act/
Fiduciary duties/
Golden parachutes/
Group health insurance coverage/
Handbooks/
Indemnification of litigation expenses federal securities laws/
shareholders’ derivative proceedings/
Injunction, decree or order as binding/
Injuries/
directors’ or officers’ liability, ,/
dual capacity doctrine/
intentional torts/
emotional distress/
officers’ criminal liability/
third party suits/
Insurance, liability/
Intracorporate conspiracy doctrine, /
Invasion of privacy, action against employer/
Inventions, rights/
Liability, criminal/
Loans to purchase stock/
Misconduct, notice or knowledge imputed to corporation/
Model Business Corporation Acts, employee defined/
Noncompetitive covenants/
Occupational Safety and Health Act/
Occupational Safety and Health Act, criminal liability/
Officers/
criminal liability/
injuries/
labor laws/
recruitment of competitor/
supervision/
workplace safety/
Officers and directors’ liability/
Patent rights/
Political communications/
Polygraph testing/
Powers/
proof/
Purchases for benefit of workers/
Railroad workers/
Ratification by employer of wrongful acts/
Sex discrimination/
harassment/
hiring/
pregnancy/
wages/
Shareholders/
liability for debts due/
Stock/
Stock option plans/
Stock repurchase agreements, /
Strikes/
Suicide, effect on workers’ compensation/
Supervision, directors or officers master and servant relationship/
negligence/
standard of care/
Third-party tort, injury to employee/
Torts of employees, liability/
Trade secrets, duties/
Wages/
Whistleblowers/
protection, Sarbanes-Oxley Act of/
retaliation/
Sarbanes-Oxley Act of /
Withholding taxes/
officers’ and directors’ liability/
piercing corporate veil/
Working conditions/
Wrongful discharges/
EMPLOYEES’ STOCK/
See also Stock Options Loans to purchase/
Option plans/
Preemptive rights/
Stock options plans/
EMPLOYEE STOCK OPTION PLANS/
See Stock Options/
EMPLOYERS’ LIABILITY POLICY/
Garnishment of claims for losses/
Workers’ compensation, shield/
EMPLOYMENT/
See also Employment Discrimination; Officers and Agents Admissions, officers or agents/
Age discrimination/
admissions by officers and agents/
Agents/
authority or power to employ/
directors/
Alcohol testing/
Attorneys/
chief executive officers/
directors/
managers of corporation, /
Banks, cashier’s power to employ/
Brokers/
Chief executive officers, power to employ/
attorneys/
Class actions, age discrimination/
COBRA/
Collective bargaining/
Contracts/
by president/
subscriptions to stock distinguished/
injunctions/
termination of employment/
Declarations, officers or agents/
Definite duration/
Directors, power to employ/
Discrimination/
burden of proof/
Title VII, -/
Drug testing/
Equal Pay Act/
Exempt employees/
age discrimination class actions/
Handbooks/
Health benefits/
Interference with employment/
contract, shareholders’ liability/
Layoffs, warnings/
Lifetime employment/
Managers of corporation, power to employ/
Medical personnel emergencies/
officers, ,/
president/
vice-president/
National Labor Relations Act/
attorneys/
medical personnel/
physicians/
surgeons/
OSHA/
Physicians/
emergencies/
officers/
Plant closings, warnings/
Polygraph testing/
Power of president/
Powers/
agents/
directors/
officers, ,/
President of corporation, power to employ, /
Privacy/
Purchasing agents/
Real estate brokers/
Severance pay/
Sex discrimination/
admissions be officers and agents/
harassment/
hiring/
pregnancy/
wages/
Shareholders’ liability, interference with employment contract/
State laws/
Surgeons/
Termination for cause/
Wages, /
Working conditions/
EMPLOYMENT CONTRACTS/
Agents, authority or power to enter/
Bankruptcy/
Banks, cashier’s power to enter/
Bonuses/
Bylaws/
Chief executive officers, power to enter/
Commissions/
Consolidations/
statutory mergers/
Definite duration/
Directors, authority or power to enter, /
Duration of contract/
Effective date/
Golden parachutes/
Handbooks/
Implied contracts/
Interference, tortious/
Lifetime contracts, /
Managers of corporation, power to enter/
injury compensation/
lifetime contracts/
Manuals/
Mergers/
Noncompetitive covenants/
Officers, authority or power to/
employ, , , , , , ,/
lifetime contracts/
Oral contracts/
Permanent contract/
Policies/
Preincorporation/
President of corporation, authority or power to employ/
Ratification/
Sale of assets, collective bargaining agreements, successor liability/
Secretary of corporation, power to enter/
Statute of frauds/
Statutory right to terminate/
Stock repurchase agreements, , /
Subscriptions to stock distinguished/
Successor liability, collective/
bargaining agreements/
Terminable at will/
Tort remedies/
Transfer of assets/
Treasurer of corporation, power to enter/
Vice-president of corporation, power to enter/
Wrongful discharge/
damages/
EMPLOYMENT/
DISCRIMINATION Age/
promotion/
Americans with Disabilities Act (ADA)/
Civil Rights Act/
Co-worker liability/
EMPLOYMENT/
Disabled persons/
Equal Employment Opportunity Commission/
Equal Pay Act/
Guidelines/
Hostile work environment claims/
Parent corporation liability/
Pregnancy/
Prima facie case, guidelines/
Rehabilitation Act/
Sex/
Sex discrimination/
harassment/
hiring/
pregnancy/
wages/
Supervisor liability/
Title VII/
actions/
arbitration/
burden of proof/
retaliatory discharge/
Vietnam Era Veterans Readjustment Act/
EMPLOYMENT STOCK OPTION PLANS/
See Stock Options/
EMPLOYMENT TAXATION/
Generally/
ENGINEERS/
ENGRAVING/
ENTERPRISE LIABILITY/
See Employees/
ENVIRONMENTAL LAWS AND REGULATIONS/
Air pollution/
Clean Air Act/
Cleanup costs, directors’ and officers’ liability/
Clean Water Act/
contribution/
defenses to liability/
dissolved corporation liability/
joint liability/
jury trials/
lessee ’s liability/
liability/
lists/
National Contingency Plan/
National Priorities List/
parent liability for subsidiary/
passive releases/
plans/
procedures/
successor liability/
Criminal liability/
Emergency Planning and Community Right-To-Know Act of /
Federal Water Pollution Control Act/
Resource Conservation and Recovery Act, /
officer and shareholder liability/
Standing to sue, citizens’ groups/
Successor corporation liability/
Tort liability/
Toxic Substances Control Act/
Water Pollution Control Act/
EQUAL EMPLOYMENT OPPORTUNITY COMMISSION/
See Employment Discrimination/
EQUAL PROTECTION OF LAWS/
Generally/
See also Constitutional Law;/
Governmental Control; Taxation Classification/
Common carriers/
Corporation, applicability of/
constitutional provisions, /
Corporations/
Equality of taxation/
Foreign corporations, protection of rights, ,/
Individuals/
Method of taxation/
Motor carriers/
Railroad companies/
common carriers/
corporations only/
motor carriers/
particular kinds of corporations/
procedures/
punishment/
railroad companies/
remedies/
telecommunications companies/
Regulation of corporation as denying/
Telecommunications companies/
EQUIPMENT TRUSTS/
See also Car Trust Associations Car trust associations/
Obligation/
Trust Indenture Act/
UCC Article /
equipment trusts creating security interests/
EQUITABLE LIENS/
Foreclosure of mortgages, priorities/
EQUITABLE MORTGAGES/
EQUITY/
See also Consolidation and Merger; Creditors’ Bills; Discovery; Equity Jurisdiction; Injunctions;
Shareholders’ Constitutional, Statutory or Charter Liability to Creditors/
Action at law, equitable character/
Administration of assets of dissolved corporation, powers/
Bill of discovery/
Bill of interpleader/
Corporate existence of foreign/
corporation, pleading and proof/
Dissolution of corporations jurisdiction of courts/
Doing equity as condition precedent to suit/
Foreclosure of mortgages choice of remedies/
defenses, innocent holders/
jurisdiction/
suits at law/
Ineffective mode for legal remedy/
Priorities, foreclosure of mortgages/
Promoters’ secret profits, recovery/
Real party at interest, shareholder derivative actions/
Relief supporting punitive damage award/
Shareholders’ suits, jurisdiction/
Suits in, by or against corporation/
Transfer of stocks, proceedings to compel/
pleadings/
Unclean hands, preliminary injunctions, defense/
EQUITY JURISDICTION/
Appointment of receivers/
Certificates of stock attachment/
cancellation/
Conversion of stock, pledged stock/
Corporate party to action/
Courts preserving distinctions/
between law and equity/
Creditors’ suits/
against directors or officers/
mismanagement of directors or officers/
Cumulative remedies/
creditors/
decrees/
tort actions/
Dissolution of corporations sale of property/
Foreclosure on mortgage and deed of trust/
Fraud actions, rescission of stock purchase contracts/
Ineffective mode for legal remedy/
Inherent power of court/
appointment of receivers, , /
Issuance of stock certificates, actions to compel/
Liens on stock, enforcement/
creditors/
decrees/
tort actions/
Options to purchase stock, reformation/
Pledges of stock/
Preemptive rights of shareholders, enforcement/
Receivers, -/
equity railroad receivership/
grounds for refusing appointment/
inherent power to appoint/
Sales or purchases of stock reformation of contracts/
specific performance of contracts/
Shareholders’ suits direct actions/
preemptive rights, enforcement/
Statutes conferring unlimited jurisdiction over corporations/
Stock/
Title to corporate office, /
ERISA/
See Employee Retirement Income Security Act of /
ERRORS OF JUDGMENT/
See Business Judgment Rule; Directors; Officers and Agents/
ESCHEAT/
Dissolution, Uniform Disposition of Unclaimed Property Act/
Dividends/
ESCROWS/
See also Agents; Contracts; Contracts for Sale or Purchase of Stock Sales agreement escrow,
creditors’ right/
Voting of stock/
ESTATES/
See Real Property; Receivers/
ESTATE SUCCESSION/
See Dividends; Stock/
ESTOPPEL/
See also Corporation by Estoppel; Officers and Agents; Subscriptions to Stock Acceptance of
benefits equity/
loans/
particular officers/
Acquiescence in misleading conduct, necessity/
Acts of corporate entity, shareholders as bound/
Agents/
acts of agents/
authority or powers/
Amendment or repeal of articles of incorporation, ,/
Antitrust laws, government/
Assignments for benefit of creditors, creditors estopped/
Authority of officers, , , /
bank officers/
general managers/
managers/
presidents/
secretaries/
treasurers/
vice-presidents/
Bank officer’s authority or powers/
Bonds, defenses/
Bylaws/
Certificates of stock, validity/
forged certificates/
Changes in corporation, estoppel of subscriber to object/
Conflicts of interest transactions, attack/
Consideration for stock, challenge to inadequacy/
Corporate entity, questioning or disregarding/
Corporate existence, estoppel to deny foreign corporations/
Creditors/
Creditors’ bill, right to bring action/
Criminal prosecution, defense, /
Cumulative voting, deny right of shareholders/
Dealings of directors or officers with corporation or property, attack/
Defenses, actions by against corporations/
Directors/
meetings, attacks on legality or regularity/
purchases/
property at forced sales/
Dissolution of corporations state’s right/
suit of shareholders precluded/
Dividends/
objections to informal declaration/
Easement, corporate property/
Election of officers or directors, attack/
Elements/
Extensions of voting trust agreements/
Fifth Amendment/
Foreclosure of mortgages bondholders/
trustee’ failure to proceed after default/
execution of mortgage, irregularities connected with/
priorities, who may question/
Foreign corporations, corporate existence, denial/
Forged certificates of stock, validity/
Franchises, forfeiture of/
General manager’s powers or authority, denial/
Illegality of contract, estoppel to urge/
Incorporation of partnerships and associations, estoppel to object/
Increase of stock, unauthorized or irregular/
Issuance/
corporate bonds/
stock, validity/
Jurisdiction/
Liability, accommodation indorsement/
Limitation of actions, defense/
Manager’s powers or authority, denial/
Meetings of directors, attacks on legality or regularity/
Membership corporations, expulsion of member/
Merger of corporations/
Minority shareholders’ suits, , /
Misleading conduct, necessity/
estopped by stockholders conduct/
foreign corporation, questioning validity/
Names, right to protect/
Noncompliance of foreign corporation with statutory requirements, -/
Nonprofit corporations, expulsion from membership/
Notice, corporate meetings, /
acts of officers or agents/
authority or powers/
bank officers/
general managers/
managers/
presidents/
treasurers/
vice-presidents/
creditors/
defense to actions/
liability suits against officers/
mortgage, authority to execute/
purchases/
property at forced sales/
Organization/
Pleading/
Preferred shares, objections to issuance/
President’s powers and authority, denial/
Promissory estoppel/
Proxies/
Purchases of property at forced sales, directors or officers/
Question of law or fact/
Ratification distinguished/
Receivers/
grounds for appointment, ultra vires/
proceedings for appointment, laches/
Reliance on misleading conduct/
necessity/
Reorganization agreement, objections/
Secretary’s powers and authority, denial/
Service of process/
corporate employees misleading process server/
employee of defendant corporation/
Shareholders/
acquiescence in amendment/
derivative actions, , /
liability/
acts of corporate entity/
estoppel of creditor/
estoppel to set up defenses to action to enforce/
officer’s and agent’s authority, denial/
Specific performance, inducing breach of contract/
Statutory liabilities of officers or directors, enforcement/
calls/
notice and demand for payment/
objection to irregularities/
changes in corporation, estoppel of subscriber to object/
conditional delivery of subscriptions, estoppel to show/
estoppel to deny authority/
forfeiture or sale of shares/
nonpayment/
rescission after insolvency/
Successors in interest/
mortgages/
Taxation/
Title to corporate property, director’s or officer’s denial/
Transfer of stocks, owners estopped from questioning legality/
Treasurer’s power and authority, denial/
Ultra vires acts/
estoppel to urge/
transactions, subsequent acts/
Unauthorized increase of stock/
Unauthorized lease, agents’ authority/
Unlawful transfer of stock, validity of certificate/
Unregistered transfer of stocks/
Validity of stock issuance/
Vice-president’s powers and authority, denial/
Votes, questioning/
Voting trust agreements, extensions/
Watered stock, challenge to issuance/
EVIDENCE/
See also Admissions and Declarations; Books and Records; Corporate Existence; Depositions;
Discovery; Judicial Notice; Questions of Law and Fact/
Admissibility/
against third persons/
corporate existence, methods of proof/
rules/
Admissions/
Affidavits ex parte/
Agency/
corporate officers or agents/
Agents, powers or authority, , /
Ambiguous records/
Answer in chancery/
Antitrust law/
actions to enforce monopolistic contract/
damages/
Articles of incorporation, filing/
Authority, officers, , , /
Bank directors or officers, actions to enforce liability embezzlement/
Best and secondary evidence/
account books/
bond books/
charters/
computations/
copies/
destruction of originals/
dispatch records/
employee rules/
freight papers/
inspection records/
insurance records/
lack of corporate record/
leases/
letters/
loss of originals/
notice to corporation/
objections, secondary evidence/
particular writings/
production of originals not possible/
public service rates/
shipping records/
stock/
subscription papers/
summaries/
transportation rules/
voluminous records/
waybills/
Blue sky law compliance or noncompliance/
Bona fide bondholders/
Books and records/
originals as prima facie proof/
Book value of stock/
Breach of contract, stock sales contracts/
Burden of proof/
agents, powers or authority/
alter ego/
blue sky law exemptions/
bylaws/
common directorate transactions, fairness/
conflicts of interest transactions, fairness/
contracts/
preincorporation, ratification or adoption/
stock sales contracts, breach/
dealings of directors or officers with corporation, fairness/
directors/
actions to enforce liability/
compensation contracts, reasonableness/
embezzlement/
regularity of meetings/
wrongful removal/
disclosures, agency relationship/
exceeding debt limits, directors or officers/
Burden of proof/
promoters/
sales or purchases of stock, rescission/
general manager’s powers or authority/
good faith, directors or officers/
honesty, directors or officers/
improper venue/
interlocking directorate transactions, fairness/
issuance of stock, legality/
legality of stock issuance/
manager’s powers or authority/
meetings of directors, regularity/
noncompliance of foreign corporation with qualifying statute/
officers, actions to enforce liability/
embezzlement/
officers, powers or authority/
bank cashier/
general manager/
manager/
secretary/
treasurer/
vice-president/
officers, wrongful removal/
promoters/
contracts, liability of corporation/
fraud/
ratification of acts or transactions/
Burden of proof/
recovery of corporate assets/
wrongfully transferred/
repurchase of stock, agreements/
right to sue, statutory conditions precedent/
secretary’s powers or authority/
statute of limitations defense/
treasurer’s powers or authority/
venue/
improper/
presumptions/
vice-president’s powers or authority/
Bylaws, , /
amendment/
portion/
proof/
Certificate of existence, banks/
Certificate of incorporation, issuance/
issuance/
legality of stock issuance/
ownership of stock/
validity of stock/
Chancery, answer in/
Character of business of corporation/
Charter provisions/
Charters, extrinsic evidence to interpret/
Citizenship of shareholders/
Classes of corporations/
Compensation of officers and agents, , -/
actions to recover back, -/
Confiscatory effect of rates/
Consolidated corporations, actions by and against/
Conspiracies, directors or officers/
Continuance of existing state of affairs/
Contracts actions/
corporate/
parol evidence to vary/
presumption as to powers of foreign corporation/
Conversion of assets, directors or officers/
Corporate acts/
proof, -/
Corporate opportunities/
Corporate property, dedication/
Corporate seal, proof/
Criminal prosecutions/
Declarations/
Dedication of corporate property/
Depositions, /
Directors/
embezzlement/
resignation/
Directors, notice of meetings of/
Directors, regularity of meetings of/
Dissolutions/
burden of proof/
Dividends/
improper payment, actions against directors/
life tenant and remainderman rights/
methods of proof/
Doing business in state, proof/
Embezzlement/
Employees, proof of powers and duties/
burden of proof/
Estoppel to deny corporation existence/
Examination of adverse party before trial/
Extrinsic evidence/
purpose of use of seal/
Fidelity bonds, action to enforce liability/
burden of proof/
presumptions/
sufficiency/
ultra vires acts/
weight/
action against corporation/
compliance with qualifying statute, /
judicial notice/
powers/
presumptions and burden of proof, /
proof of powers/
statute of limitations defense/
Forfeitures/
Fraud/
sales or purchases of stock, , /
Identity/
corporation, /
Insolvency/
Instruments of corporation/
defectively executed or authorized/
Intent, corporate/
Internal affairs of corporations/
Issuance of stock certificates/
legality/
Judicial notice/
Judicial notice/
Jurisdictional facts/
Knowledge/
Legality of stock issuance/
Liability of directors or officers, admissions and declarations/
License fees, proof of payment/
Limitation of action against foreign corporation/
Loan for corporation/
Mailings/
Matters to be proven/
Meetings/
directors, regularity/
notice/
regularity, , /
shareholders/
Merged corporations, actions by and against/
Mergers/
Methods of proving particular facts/
Misappropriation of assets, directors or officers/
Names of state officers/
Necessity for proof/
Negative allegations/
Negative facts/
Negotiable instruments, parol evidence, /
Nonexistence of corporation, proof/
Notes, unauthorized/
Notice/
corporate meeting and election, proof/
meetings of shareholders or directors/
officers or agents, disclosure to corporation/
Objects of corporation/
affidavits/
agency/
compelling production/
compensation/
corporate intent/
embezzlement/
fidelity bonds/
identity/
notice or knowledge to corporation/
offices/
official or personal capacity, parol evidence/
powers and duties, , /
powers or authority, , /
resignation/
witness, compelling production/
Order of proof/
Ownership of corporation/
Ownership of stock, certificates of stock/
Parol evidence/
agency/
ambiguous records/
books and records/
certificates of stock, issuance/
contracts, stock sales/
corporate acts/
execution of corporate instruments, /
issuance of stock certificates/
matters not recorded/
stock ownership or title/
stock sales contracts/
title to stock/
underwriting agreements/
varying corporate contracts/
varying or contradicting corporate records/
Payment of fees or taxes/
Place of business of corporation, /
Possession of documents, tax documents, IRS application/
Powers/
foreign corporation’s power to contract, presumption/
officers, , , /
Powers of corporation/
Predecessors, relations with/
Predecessor’s liabilities, assumption/
Presumptions/
agents, powers or authority/
common directorate transactions, fairness/
conflicts of interest transactions, fairness/
conversion of assets, directors or officers/
corporate existence, foreign corporations/
dealings of directors or officers with corporation, fairness/
directors/
stock ownership/
validity of elections/
dividends, payment out of profits/
Presumptions/
elections of officers or directors, validity/
embezzlement/
foreign corporations, , /
fraud/
general manager’s powers or authority/
insolvency/
interlocking directorate transactions, fairness/
knowledge imputed to corporation, /
manager’s powers or authority/
meetings/
directors/
shareholders/
misappropriation of assets, directors or officers/
notice/
shareholders’ meetings proper/
embezzlement/
officers, powers or authority/
bank cashier/
general manager/
manager/
secretary/
treasurer/
vice-president/
officers, validity of election to corporate office/
powers, agents, officers or directors/
proxies/
Presumptions/
ratification of acts or transactions/
recovery of corporate assets/
wrongfully transferred/
secretary’s powers or authority/
shareholder status/
signature on simple contract/
stock ownership directors/
title to office/
treasurer’s powers or authority/
venue laid by plaintiff/
vice-president’s powers or authority/
Principal office of corporation, /
Privilege/
accountant-client/
self-critical analysis privilege/
waiver/
work product rule/
Public officers, performance of duties/
Public records/
Public statutes/
Purposes of corporation/
Rates, confiscatory effect of/
Ratification of acts or transactions, -/
burden of proof/
presumptions/
Real property, proof of title/
Receivers, proceedings for appointment, ,/
Recording/
Registration books, evidence of right to vote/
Regularity of acts of officers and agents/
Regularity of meetings of shareholders or directors/
Relationship of corporations/
Reports of corporation/
Repurchase of stock, agreements, /
Residence of shareholders/
Resignation of officers or directors/
Return of service of process/
foreign corporation/
Seal of corporation/
Securities registration statements/
Shareholders/
derivative action/
notice of meetings/
proving status/
residence or citizenship/
statutory liability, action to enforce/
stock amount held/
Signatures of state officers/
Special franchises/
State officers, powers/
Stock/
amount held by shareholders/
books, evidence of right to vote/
ownership or title/
parol evidence/
right to hold meetings and elections/
subscriptions/
value/
book value/
Subpoena duces tecum/
Succession of corporations/
Tax documents, lack of possession and control as defense to IRS/
application/
Taxes, proof of payment/
Title and right to corporate office/
Title of corporation/
Title to stock, /
Torts, directors or officers/
Transfer books, evidence of right to vote at corporate meetings and elections/
Ultra vires/
Unlawful dividends, actions against directors/
Value of corporate stock/
book value/
Venue/
Votes at meeting of shareholders, presumptions and proof/
Work product/
accountant-client privilege/
EXAMINATIONS/
General rules as to parties/
EXAMINERS/
See Notice to Officers and Agents/
EXCHANGE REQUIREMENT Generally/
EXCHANGES/
See also Stock Exchange Consolidations distinguished/
Mergers distinguished/
EXCISE TAXES/
Generally/
Commerce clause/
Dividends, measurement by/
Filing fees/
Franchises, taxation/
Income taxes/
Net worth of corporation, measurement by/
Occupation tax/
Organization fees/
Shareholder income or dividends/
Statutory name as controlling/
Stock/
original issues/
shares/
transfers/
Tests for making distinction/
EXCLUSION/
See Exemptions from Taxation; Members/
EXECUTION OF CORPORATE INSTRUMENTS/
See also Negotiable Instruments Accommodation parties/
Acknowledgments/
Affidavits/
Agents, /
authority, leases/
Approval by specific officers/
necessity/
Articles or certificate of incorporation, /
Assumed or trade names/
Authorized persons, , /
Bylaw provisions/
Charter provisions/
Checks/
Commercial paper, , , , , /
Consent of shareholders, waiver of requirements/
Contracts/
abbreviations/
liabilities dependent on name in which instrument executed/
manner of execution/
matters of common knowledge/
performed on one side, effect of irregularity/
signatures, -/
simple contracts other than negotiable paper/
sole owner of stock, contract/
Delivery of corporate deeds/
Directors/
Directory provisions, charter/
Entering contracts on records of corporation/
Estoppel/
to object/
Executory contract, requirements/
Foreclosure of mortgages, irregularities in execution/
Form of instruments/
Frauds, statute of/
initials on contracts/
Guaranty contracts/
Informality not ascertainable by other parties to contract/
Irregularities, contracts performed on one side/
Leases, /
Mandatory provisions, charter/
Memorandum of proposed contracts/
Misnomers/
Mutuality of obligation/
Officers or agents/
accommodation parties/
authority/
personal liability/
Oral contracts/
Parol evidence, /
Personal liability of officers, /
Power to sign versus power to contract/
authority of officers and agents/
execution of document, formalities/
Promissory notes, , , , /
Ratification/
Recitals in deeds, authority of agents and corporations/
Sealed instruments/
Seals, deeds/
Statute of frauds, applicability/
Subscribing and attesting witnesses, /
Tax deeds, subscribing and attesting witnesses/
Validity/
validity, presumptions/
Waiver/
Writing, leases/
Writing, necessity of/
EXECUTIONS/
See also Creditors’ Bills; Execution Sales; Reorganization; Shareholders’ Constitutional, Statutory or
Charter Liability to Creditors; Shareholders’ Liability to Creditors for Unpaid Subscriptions;
Subscriptions to Stock/
Amendments/
officer’s return/
Bank, execution against/
Bills in aid of execution/
irregular judgment/
prior judgment and execution, necessity/
Charitable corporations exemptions/
property of corporations/
Conflicting claims/
Corporate property, shareholders’ property as distinct/
Corrections/
Defects in proceeding/
Directors’ liability/
enforcement of personal liability/
Dissolution of corporations, /
Estate ownership of corporate debtor’s stock as affecting/
Exemplary damages, wrongful executions/
Exemptions/
Failure to schedule assets, liability of officers or directors/
Franchise/
Insolvency, effect/
Jurisdiction/
stock/
Levy on stock/
Liens/
Misnomer in writ/
Mortgaged stock/
National banks/
stock of bank/
Notice, shareholders’ liability/
Objection to defects/
Officers’ liability/
enforcement of personal liability/
Pledged stock/
Priorities/
Property of unlicensed corporation, levy/
Property subject to being taken/
Punitive damages, wrongful executions/
Railroads and railroad property/
Receivership/
foreign corporations, property subject to being taken/
levy after appointment of receiver/
property in other states/
property taken out of state/
Redemptions of property, rights of shareholders/
Rights and priorities under levy on shares of stock/
Sale/
property/
Schedule of corporate assets, failure to furnish/
Service of process/
acceptance or admission of service/
amendment of return/
Shareholders/
liability, , /
property, corporate property as distinct/
redemption rights/
Stock/
levy/
pledged shares/
Substitutions/
Third-party claims/
Vacating or setting aside/
Venue/
Waiver of defects/
Writs/
Wrongful executions/
EXECUTION SALES/
See also Reorganization Officers and directors/
Shareholders, purchases of corporate property/
EXECUTIVE COMMITTEES/
See also Executive Officers Board committees/
Corporate governance/
Creation/
statutory restraints/
Liability of directors/
Litigation committees/
Meetings/
notice/
liability of board of directors/
limits on powers/
meetings/
vacancies/
Model corporation acts/
vacancies/
Officers, removal/
Powers/
Power to appoint/
Quorum/
Quorum requirements/
limits on powers/
meetings/
vacancies/
meetings/
vacancies/
Scope of powers/
Vacancies/
EXECUTIVE OFFICERS/
See also Executive Committees;/
Officers and Agents; Presidents; Secretary; Treasurers; VicePresidents/
Assumption of directors’ powers and duties/
classification/
definition/
duties/
powers/
attorneys/
implied/
scope/
Definition/
Designation/
Directors’ powers and duties, assumption/
Golden parachute/
Severance benefits/
EXECUTORS/
See also Decedents’ Estates;/
Shareholders’ Constitutional, Statutory or Charter Liability to Creditors; Transfer of Stock
Coexecutors/
Conversion of stock/
Corporation’s duty to act/
Dividends of deceased shareholders, setoff against debts/
actions as requiring qualification/
power to act/
Letters appointing, proof of right to vote stock/
Powers to act/
Proxies/
compelling execution by other executors/
power to give/
revocation by one executor/
Transfers of stock/
Voting at corporate meetings and elections, , /
EXECUTORY CONTRACTS/
See also Contracts; Ultra Vires/
Contract wholly executory, /
Receivers/
EXEMPTIONS/
See also Consolidation and Merger; Taxation/
Directors, statutory liabilities/
property exempt from taxation/
rights to statutory exemptions/
General statutory rights, executions/
Officers, statutory liabilities/
Property, foreign corporations/
EXHAUSTION OF REMEDIES/
EXPENSES/
See also Receivers Proxy solicitations, reimbursement/
EXPERT WITNESSES/
EXPORTS/
See Taxation/
EXPRESS COMPANIES/
See also Carriers/
EXPULSIONS/
See Foreign Corporations; Members/
EXTRATERRITORIAL/
EXISTENCE/
FACTORS/
See Interstate Commerce; Liens/
FAILURE OF CONSIDERATION/
See also Contracts for Sale or Purchase of Stock Bonds/
FAIR LABOR STANDARDS ACT/
Employee defined/
Officer or shareholder, civil liability/
Officers/
employee status/
liability/
FALSE ARREST/
See False Imprisonment/
FALSE ENTRIES/
FALSE FINANCIAL STATEMENTS/
See Financial Statements/
FALSE IMPRISONMENT/
Action, venue/
Charitable corporations, liability/
Common carriers, liability/
Exemplary damages/
Liability/
Punitive damages/
Shopkeeper’s privilege/
Shoplifters/
FALSE PRETENSES/
See Crimes and Criminal Laws/
FALSE REPORTS/
See Reports/
FALSE STATEMENTS OR REPRESENTATIONS/
See also Contracts; Crimes and Criminal Law; Deceit; Directors; False Statements or
Representations; Officers and Agents; Subscriptions to Stock; Torts/
FALSE STATEMENTS OR/
Assets of corporation location/
value or condition/
Capitalization of corporation/
Certification of corporate documents, directors or officers/
Contracts for sale or purchase of stock/
Creditors’ suits/
Criminal liability, directors or officers/
Debts of corporation/
Directors/
Dividends/
Duty to inquire/
Equitable remedies, directors or officers/
Financial condition of company, directors or officers/
Financial condition of corporation/
Inquiry notice/
Intent to deceive/
Investigation, necessity/
Joint and several liability, sales or purchases of stock/
Knowledge of falsity/
Legal matters/
Matters of law/
Net earnings/
Notices, directors or officers/
Officers and directors/
certification of corporate documents/
creditors’ suits/
criminal liability/
equitable remedies/
notices/
ratification/
remedies/
reports/
Opinions/
FALSE STATEMENTS OR/
Predictions/
Promises/
Property of corporation/
Purchases of stock/
Ratification/
Reliance/
Remedies, directors or officers, liability/
Reports, directors or officers, liability/
agents/
assets, value or location/
capitalization of corporation/
directors/
liability/
dividends/
duty to inquire/
financial condition of corporation/
intent to deceive/
matters of law/
opinions and predictions/
property, value or location/
reliance/
scienter/
value of stock/
Value/
assets/
stock/
FAMILY CORPORATIONS/
Directors, fiduciary relationship/
Officers, fiduciary relationship/
FARM CREDIT BANKS/
Taxation generally/
FARMS AND FARMING/
Power of corporations to engage/
Shareholders as preferred creditors/
FEDERAL AGENCIES/
See also Taxation Federal Communications Commission/
Foreign corporations, protection/
FEDERAL ARBITRATION ACT/
See Arbitration/
FEDERAL COMMUNICATIONS ACT/
See Federal Communications Commission/
FEDERAL COMMUNICATIONS COMMISSION/
Fairness doctrine/
Radio/
Telephone companies/
FEDERAL CORPORATION LAW/
See Federal Corporations/
FEDERAL CORPORATIONS/
See also Bridges and Bridge/
Companies; National Banks; National Corporations; Railroads; Telegraph Companies; Territorial
Corporations/
Actions/
counterclaims/
setoffs/
Attributes/
Citizenship, domicile, residence act/
Classification, corporate/
Congressional power to create, /
Conversion, state to federal corporations/
Corporate status/
Creation, ,-/
Federal Corporation Law/
Federal question, federal courts/
Foreign corporations, status, /
Garnishments, garnishees/
Incorporation/
Congressional act/
purposes/
Judicial notice of corporate existence/
Jurisdiction/
status as foreign corporation/
Legal status/
Nature/
Pension Benefit Guaranty Corporation/
Service of process, mode of service/
State regulation/
Ultra vires as affecting transfer of real property/
Venue, actions against/
FEDERAL COURTS/
See also Service of Process; Venue Actions, venue, -/
Aliens, actions against foreign corporations/
Amendments to pleadings/
changing parties/
Ancillary jurisdiction, pendent claims and proceeding/
captions/
knowledge, denial/
penalties/
sanctions/
signing/
time for pleading/
venue, objections/
verification/
waiver of defenses/
Appeals, ancillary jurisdiction/
Appearances, actions against foreign corporation/
Bonds, state rules of law/
Change of venue/
Charitable corporations, liability for torts/
Choice of law, change of venue/
Complaints/
amendments/
captions/
changing parties/
claims for relief/
counts, separation/
dismissal, motions/
joinder of claims/
jurisdiction/
objections, method of raising/
penalties/
sanctions/
separate counts or paragraphs/
signing/
venue/
verification/
Content of state law, determinations/
Corporate existence, proof/
Corporation as citizen for purpose of jurisdiction/
Counterclaims/
effect in state court, national banks/
reply/
Coupons, interest rule/
Demurrers/
Derivative actions/
demand requirement/
exceptions, demand requirement/
futility exception, demand requirement/
Dissolution of corporations, jurisdiction/
Diversity jurisdiction, foreign corporations/
amount in controversy, foreclosure of mortgages/
application for appointment of receivers/
state law applicable/
Exclusive jurisdiction, receivership actions/
Foreclosure of mortgages, redemption/
aliens, bringing action/
prohibiting actions in federal courts/
corporate existence, proof/
insolvency proceedings, jurisdiction/
place where cause of action arose/
limitation of actions and laches/
noncompliance with statutory requirements/
right to bring action/
conflicts of law principles/
service of process/
subject matter jurisdiction/
venue, actions against corporation/
Forum non conveniens, factors underlying doctrine/
Injunctions/
persons bound by decree or order/
Insolvent foreign corporations, jurisdiction/
Intervention, , /
Joinder of claims/
Joinder of parties/
misjoinder/
nonjoinder/
Jurisdiction, -/
alienage/
answer raising objections/
business trusts/
citizenship of corporation/
complaints/
concurrent jurisdiction of federal and state courts/
consent as conferring, waiver/
diversity of citizenship, , ,/
domicile of corporation/
federal question/
foreclosure of mortgages, /
Foreign Sovereign Immunities Act (FSIA)/
fraudulent joinder rule/
governmental agencies, corporation as agency/
interpleader/
pleading objections/
pleadings/
removal of causes/
statutory provisions applicable to corporations/
residence of corporation/
statutes/
subject matter/
territorial jurisdiction/
Levy on stock, attachment or garnishment proceedings/
Litigation/
derivative actions/
Mandamus proceedings, removal/
Parties/
interpleader/
intervention/
joinder/
misjoinder/
nonjoinder/
permissive joinder/
Parties to actions, intervention/
Permissive joinder of parties/
Pleadings, , , /
amendments/
capacity to sue or be sued, /
changing parties/
claims for relief/
counts, separation/
demurrers/
dismissal, motions/
joinder of claims/
jurisdiction/
knowledge, denial/
name of parties/
penalties/
reply/
sanctions/
signing/
striking, motions/
time for responsive pleading/
venue/
verification/
waiver of defenses/
Prayer for relief, pleadings/
Receivers jurisdiction ancillary/
citizenship of parties/
Removal/
Removal of causes, /
Rules of decision/
Service of process/
mode and sufficiency of service, /
Shareholders’ actions/
contemporaneous ownership rule/
demand requirement/
exceptions, demand requirement/
futility exception, demand requirement/
intervention, Federal Rules of Civil Procedure, Rule/
jurisdiction/
Shareholders’ derivative actions change of venue/
compromise/
demand requirement, -/
dismissal, /
fair and adequate representation/
futility of demand/
intervention/
pleadings/
contemporaneous ownership of shares/
demand/
settlement/
standing to sue/
venue/
State decisions upon taxation of foreign corporation/
State laws/
Subject matter jurisdiction, foreign corporations/
Venue/
local actions/
pleadings/
transitory actions/
objections/
venue objection/
FEDERAL DEPOSIT INSURANCE CORPORATION/
Common-law, insolvency prior to deposit insurance/
Injunctive relief/
Priority to claims/
Receiver/
powers/
Venue, receiverships for national banking associations/
FEDERAL ELECTION CAMPAIGN ACT/
Political contributions, campaign practices, /
FEDERAL EMPLOYERS’ LIABILITY ACT (FELA)/
Action against foreign corporation/
Comparative fault principle/
Emotional distress/
Forum non conveniens, state court actions/
Injury to employees/
FEDERAL ENERGY/
REGULATORY COMMISSION/
Public utilities, merger and consolidation/
FEDERAL EQUITY RECEIVERS/
See Receivers/
FEDERAL GOVERNMENT/
War powers/
FEDERAL HOUSING ADMINISTRATION/
See Diversity of Citizenship/
FEDERAL INCOME TAX/
See Taxation (Federal)/
FEDERAL LOAN ASSOCIATIONS/
State loan association, conversion to federal/
FEDERAL MINERAL LEASING ACT OF /
Assignments/
Cancellation of lease/
Forfeiture of lease/
Land available/
Military land/
Reservation of fee/
Royalties/
Secretary of Interior, powers/
Subleases/
FEDERAL RESERVE BANKS/
Venue, actions by and against/
FEDERAL SECURITIES ACTS/
See also Proxies; Securities Act of ; Securities Exchange Act of /
appraisal remedy/
director’s liability/
material nondisclosures/
officer’s liability/
remedies/
rescission of sale or purchase of securities/
Appraisal remedy/
Attorneys’ fees/
Business trusts/
Consideration for securities, adequacy/
Damages/
Fraud in purchase or sale of securities appraisal remedy/
directors/
damages/
insider trading/
officers/
damages/
remedies/
shareholders’ suits/
History/
Implied civil remedies/
Indemnification of corporate executives for violations/
Insider trading/
actions to recover profits, intervention by shareholders/
intervention in actions to recover profits/
Mergers and consolidations fairness/
setting aside for violation/
National Securities Markets Improvement Act of/
Payments for securities, inadequate consideration/
Pleading requirements/
Pledges of stock, regulatory protection/
Private Securities Litigation Reform Act of/
attorneys’ fees/
class action requirements/
contribution/
damages/
forward-looking statements/
joint liability/
liability, types/
overview/
proportionate liability/
remedies/
rescission/
safe harbor provisions/
scienter/
several liability/
Promoters/
Proxy regulations/
Reporting requirements, sales of controlling interests/
Rule b-/
corporate mergers/
counsel fees/
liability, proxy solicitations/
mergers/
Securities Exchange Act of/
Rule b-, , /
Section /
Section (b), , /
Section (b)/
Securities Litigation Uniform Standards Act (SLUSA)/
Shareholder proposal rule/
Shareholders’ suits for violations/
actions to recover profits, intervention by shareholders/
Stock option plans/
Takeover bids, applicability of Rule b-/
Tender offers, /
Underwriters, agreements/
Venue/
Voting trust certificates, issuance/
Watered stock/
FEDERAL STATUTES/
See Statutes/
FEDERAL TRADE COMMISSION Boycotts/
Corporations subject to jurisdiction/
Export Trade Company Act of /
Federal Trade Commission Act/
Fourth Amendment, proceedings against corporation, applicability/
Intrastate commerce, jurisdiction/
Investigations/
Jurisdiction/
corporations/
nonprofit/
Nonprofit or nonstock corporations, jurisdiction/
Practice and procedure/
Unfair competition/
Wheeler-Lea Act/
FEDERAL TRADE COMMISSION ACT/
See Antitrust; Federal Trade Commission/
FEDERAL TRADEMARK ACT/
See Names; Trademarks/
FEES/
See also Governmental Control Amendment or repeal of articles or certificate of incorporation
statutory provisions, excise fee/
Articles or certificate of incorporation, filing/
Attorneys shareholder derivative actions/
Bond issuance/
Consolidation agreement/
Expulsion of foreign corporation for failure to pay/
Filing/
admission into state/
expulsion for failure to pay/
Incorporation/
merger or consolidation of corporation/
reorganized corporations/
Increase of stock/
License fees/
criminal liability/
dissolution by failure to pay/
payment as condition precedent to maintaining actions or defense/
proof of payment/
Merger agreements, filing/
Payment as creating de facto corporation/
Reduction of stock/
Shareholders’ derivative actions, attorneys’ fees, -/
Underwriters/
form and nature/
validity of provision/
FELLOW SERVANTS/
See also Employees Employers’ liability, injuries or death of employees/
FELONIES/
FERRY COMPANIES/
Antitrust/
Attachment of property, franchises/
Conducting as doing business in state/
Execution against property, franchises/
Franchises antitrust/
attachment, property subject to being taken/
execution against to satisfy judgment/
Injunction, protection of franchise/
Mandamus, compelling performance of duties/
Powers/
FICTION/
See Corporate Entity/
FICTITIOUS ENTRIES/
FIDELITY BONDS/
Acceptance/
Action on agent’s bond/
Actions to enforce liability, -/
release of property/
Blue sky laws/
Breach/
Broker-dealers/
Cancellation/
Change of duties, effect/
Claims, presentation/
Construction/
Contents/
Default, notice/
directors’ negligence/
Directors/
negligence, failure to take/
sureties/
Discharge of sureties/
Discovery of loss/
Duration of liability/
Execution/
Extent of liability/
Filing/
bond as condition of doing business/
expulsion for failure to furnish/
Form/
Fraud in procurement/
Injunctions/
Interpretation/
Liability, /
actions to enforce, -/
defenses/
Limitation of liability/
Losses/
Misconduct, notice/
Necessity/
Notice requirements default/
misconduct of insured/
Pleadings, actions to enforce liability/
Power to take/
Presentation of claims/
Promotions, effect/
Receivers/
action to recover/
appointing order/
bond by applicant for receiver/
Recording/
Release of sureties/
Renewal/
FIDUCIARIES/
See also Administrators; Executors; Fiduciary Relationships; Preferences of Bank Creditors Agents,
, , -/
Breach of duties damages/
punitive damages/
Business trusts, trustees, personal adverse interest as disabling/
Consolidations, majority shareholders/
Employees, /
Executors, power of corporation to act/
Foreign corporations, powers to act/
Majority or controlling shareholders/
Mergers, majority shareholders/
National bank, power to act as/
Power of corporation to become agent/
Shareholders/
Stock, voting, /
Trustees, power to act in capacity/
FIDUCIARY RELATIONSHIPS/
Agents/
accounts/
customer lists/
trade secrets/
Attorneys, corporate counsel/
Close corporations directors/
officers/
Corporate counsel/
Directors/
accounts/
claims against corporation, purchase/
close corporations/
creditors/
customer lists/
preemptive rights/
profits/
purchase of claims against/
corporation, /
shareholders/
shares, issuing additional/
termination of relationship/
trade secrets/
Employee Retirement Income Security Act of , breach of fiduciary duty, material
misrepresentations/
Employees/
Family corporations/
Fiduciaries, breach of duty, material misrepresentations/
Investment advisers/
Majority or controlling shareholders to minority/
mergers/
non-majority controlling shareholders/
Nonprofit corporations, directors and officers/
Officers/
accounts/
close corporations/
customer lists/
directors’ relationship distinguished/
profits/
shareholders/
termination of relationship/
trade secrets/
Voting trust trustees/
FIDUCIARY SECURITY TRANSFERS/
Model Fiduciaries Securities Transfer Act/
State statutes/
Uniform Act for Simplification of Fiduciary Security Transfers/
Uniform Fiduciaries Act/
FILINGS/
See also Articles or Certificate of Incorporation; De Facto Corporations; Mortgages and Deeds of
Trust; Receivers; Reports/
Business trusts, recordation, agreement or articles/
FINANCE COMPANIES/
See also Banks and Banking; Savings and Loan Associations Business corporation, classification/
Classification, business corporation/
Holder in due course/
FINANCES/
See Borrowing Money/
FINANCIAL CONDITIONS/
See Bankruptcy; Financial Statements; Insolvency; Reports/
FINANCIAL CORPORATIONS/
See Finance Companies/
FINANCIAL INSTITUTIONS REFORM, RECOVERY AND ENFORCEMENT ACT (FIRREA)/
FINANCIAL STATEMENTS/
See also Balance Sheets Directors, liability/
Fraudulent financial statements liability/
Shareholders/
liability, fraudulent financial statements submitted to creditor/
right to inspect, /
FINANCIAL STRUCTURE/
See Corporation Practice/
FINDINGS/
See Jury; Trials/
FINES/
state/
Criminal offenses, shareholders’ liability/
Foreign corporations, noncompliance with statutory qualification requirements/
FIRE INSURANCE COMPANIES/
See Insurance Companies/
FIXTURES/
Priorities, after-acquired property/
FLORIDA/
General Corporation Act/
Limited liability companies, articles of organization/
FOOD AND BEVERAGES/
FORECLOSURE/
See also Foreclosure of Mortgages;/
Reorganization Liens on stock/
Sales, officer by whom made/
UCC Revised Article /
acceptance of collateral in satisfaction of obligation/
application of proceeds of disposition of collateral, liability for deficiency, right to surplus/
disposition of collateral after default/
foreclosure/
notice before disposition of collateral/
rights of secured party after default/
rights of transferees of collateral/
right to redeem collateral/
secured party’s right to possession after default/
waiver of rights by debtor or secondary obligor/
FORECLOSURE OF MORTGAGES/
Abatement of actions/
Accounting, trustee/
Amount in controversy, diversity of citizenship/
Attorneys’ fees, allowance/
Bondholders/
actions against trustee/
committee of bondholders as defendant/
defendants/
estoppel/
evidence/
injunctions/
intervention/
laches/
majority bondholders, rights of/
minority bondholders, rights of/
necessity and sufficiency of request of bondholders/
plaintiffs/
request for foreclosure/
ultra vires acts/
Bondholders’ rights/
foreclosure sale without judicial proceedings/
intervention/
joinder of all bondholders/
junior mortgagees, rights of/
nature and effect of proceedings/
nature of suit to foreclose/
provisions of mortgage and deed of trust/
representative actions/
right to sue/
senior mortgagees, rights of/
standing to sue/
trust indenture provisions/
Commencement of suit, right to revenues/
Concurrent jurisdiction of federal and state courts, -/
Confirmation of sale/
Consolidation of actions/
Costs/
Counterclaims/
Creditors as plaintiffs/
Decrees, , -/
action by bondholder/
amendments/
attorneys’ fees, allowance/
conclusiveness/
state and federal courts/
construction/
costs/
default/
setting aside/
deficiency/
fraud, vacating and setting aside/
modification/
pleadings for vacating or setting aside/
proceedings to vacate or set aside/
redemption provisions/
sale provisions/
adjustment of rights and priorities/
advertisements/
date of sale/
deposit requirements/
description of property, /
entire property/
fixing terms of payment/
inventory/
officer by whom made, directions/
parcels/
Decrees, , -/
procedure for sale/
protection of outstanding obligations/
reference to masters/
terms and mode of sale/
terms of payment/
upset price/
whole debt not matured/
title/
vacating and setting aside/
Defaults/
acceleration clauses, -/
demand for payment, necessity/
excusing/
insolvency of mortgagor/
interest, nonpayment/
notice/
taxes, nonpayment/
violation of contemporaneous, collateral contracts/
waivers/
Defendants/
Defenses/
acceleration of payments, undue declaration/
application of funds, impropriety/
defaults, matters concerning/
demand upon trustees, defect/
hardship/
improper parties plaintiff/
invalidity of bonds/
invalidity of mortgage/
irregularities in execution innocent holders/
invalidity/
laches/
misapplication of funds/
Defenses/
nonpayment/
persons who may interpose/
receivers, assertion of defenses by/
stockholders, assertion of defenses by/
subsequent lien creditor, assertion of defenses by/
subsequent mortgagee, assertion of defenses by/
want of consideration/
Deficiency decrees/
Definition/
Demand proof/
trustee to sue and refusal as condition precedent/
foreclosure against shareholder, mortgaged property in hands of third person/
limitations on foreclosure actions/
sale of property/
Distribution of proceeds/
application of proceeds/
bondholders/
claims, payment/
contest of claims/
establishment of claims/
insufficiency of proceeds to pay bondholders/
mechanics’ liens/
mortgage liens/
mortgage provisions, , /
notes, rights of holders/
other liens/
pledgees of bonds/
priorities/
sale of bonds, application of proceeds/
setoffs/
surplus money/
Equitable liens, overissue of bonds/
Equity/
Estoppel of mortgagor/
Evidence, weight and sufficiency/
Federal courts, removal of causes/
Heirs of deceased trustees as plaintiffs/
Injunctions/
execution of decree/
foreclosure sale, -/
Intervention/
answers/
bondholders/
claimants to proceeds of foreclosure sale/
creditors, /
determination/
general creditors/
hearing/
holders of receivers’ certificates/
laches/
lien creditors/
petitions/
pleadings/
priorities among creditors/
scope of inquiry/
shareholders/
standing/
state, right to intervene/
third persons/
time for intervention/
unsecured creditors/
Joinder of defendants/
Joinder of plaintiffs/
Judgments/
Jurisdiction/
ancillary proceedings/
federal and state courts, concurrent jurisdiction, -/
federal courts, -/
Jurisdiction/
multiple parcels in different jurisdictions/
retention of jurisdiction/
Lessor of mortgaged property as defendant/
Liens/
intervention by lien creditors/
liability of purchaser/
priorities/
Necessary parties, joinder of defendants/
New trial/
Notice of default/
Officers of mortgagor as defendants/
Parties, -/
Plaintiffs/
Pleadings/
variance/
Pledgees/
Practice/
Priorities/
fixtures/
right-of-way/
subsequent liens, /
bonds/
between bonds/
overissue/
prior issue/
same issue/
subsequent issue/
condemned land/
conditional sales and leases/
coupons/
different mortgages and bond issues, -/
overissue of bonds/
expenditures for operations of business/
interest/
mortgages, , /
recording of mortgage, necessity/
numerical order of bonds/
operating expenses/
persons who may question priorities/
principal/
receiver’s certificates/
rule in equity/
statutory priorities/
labor/
material and supplies/
operation of statutes/
railroads, statutes applicable/
trustee’s expenditures/
vendor’s lien, after-acquired property/
Ratification/
Receivers/
appointment/
consolidation of receivership with foreclosure/
extension of receivership to foreclosure/
compensation/
effect of possession of mortgaged property, court’s consent to foreclose/
expenses/
income earned by receiver/
powers/
proceedings/
sales/
property of trust, -/
right of redemption/
stay of foreclosure by receiver, jurisdiction/
Redemption, -/
federal court, rule of decision/
parties/
persons entitled to redeem/
pleadings/
practice/
right to redeem/
strict foreclosure/
time for exercising/
Remedies/
alternative remedies/
choice of remedies/
cumulative remedies/
right to foreclose/
trustees/
power to operate business/
procedure upon default/
Res judicata/
Sales/
adjournment/
attorneys for trustees and/
mortgagor purchasing/
bids and bidding/
trustee/
bondholders, purchasing, /
bonds unissued at time of foreclosure, proceeds of sale/
chilling bidding/
collateral attacks, vacating sale/
collusion, vacating sale/
conditions precedent to foreclosure/
confirmation decree/
directors, purchasing/
entirety/
expenses, payment/
fraud, vacating sale/
laches, vacating sale/
mortgagors’ interests/
notice of sale/
officer and shareholder of/
mortgagee, validity/
payment in bonds/
persons who may purchase, /
place/
postponement/
price, adequacy/
private/
public/
purchasers/
assignees of purchasers/
attorney for trustee and mortgagor/
bondholders/
claims, liability for/
claims imposed by decree/
contracts of mortgagor/
conveyances by purchaser/
covenants running with land mortgaged/
debts, liability for/
duties imposed on mortgagor/
effect of sale/
election to assume or adopt contracts of mortgagor/
equipment liens/
exemptions and privileges, right to/
franchise, title and rights with respect to/
labor liens/
liabilities/
liens/
material liens/
notice, purchasers with/
nuisance/
prior liens/
property rights/
railroads, rights of purchaser of/
relation back of title/
rights/
shareholders purchasing/
subsequent liens/
subsequent purchasers/
subsidiaries/
suit, right maintain/
title/
trustees/
railroads/
receivership as affecting/
reopening/
resales/
setting aside/
terms/
trustees’ duty/
vacating/
Setoffs/
Shareholders of mortgagor as defendants/
Standing to sue, creditors/
Strict foreclosure/
Trustees/
accepting unauthorized securities/
bidding at foreclosure sale, duties/
certificate on bonds, liability of trustee on/
damages in action against trustees/
evidence in action against trustees/
failure to preserve and protect security, liability for/
failure to record mortgage, liability for/
failure to sue and defend, right to interpose/
form of action against trustee/
misconduct with respect to foreclosure/
money received, liability to bondholders for/
parties to action against trustees/
pleadings/
remedies/
selling trust property improperly/
statutory right/
substitution of securities/
surcharge of trustee/
surrender of security to mortgagor/
use and operation of trust property/
use and payment of funds in trustee’s hands/
Variance between pleadings and proof/
Wrongful foreclosure, /
FOREIGN ASSOCIATIONS/
FOREIGN COMMERCE/
See Foreign Corporations;/
Governmental Control; Taxation/
FOREIGN CORPORATIONS/
See also Attachment; Dissolution of Corporations; Executions; Garnishment; Insolvency Acquisition
of property by will, powers, -/
Actions against corporation/
actions and suits maintainable/
acts and business done outside of state/
appearances/
effect/
federal courts/
personal jurisdiction, effect/
property subject to being taken/
burden of proof/
costs, /
defenses/
laches, /
miscellaneous/
noncompliance with statutory requirements/
nonresidence/
recoupment/
right to defend/
ultra vires/
usury/
evidence/
judgments/
validity/
jurisdiction/
acquisition/
advertising of business/
agents/
Alien Tort Statute/
alter ego theory/
arbitration/
balancing of interests/
business conducted on the Internet/
casual transactions/
challenges/
collateral acts or transactions/
common-law doctrine/
consent/
conspiracy theory/
contracts as basis/
courts of special jurisdiction/
directors/
doing business in forum requirement/
due process requirements/
e-commerce/
extraterritorial operation/
federal courts, /
Federal Employer’s Liability Act (FELA)/
foreseeability requirement, injury in forum/
freight carriers/
fundamental fairness standard/
general jurisdiction/
general rule/
historical background, theories/
incidental acts or transactions/
inferior courts/
in personam/
in rem/
intermittent transactions/
internal management, interference/
International Shoe doctrine/
Internet activity/
isolated acts or transactions/
libel/
limitation, particular causes of action/
long-arm statutes, -/
maintaining office in forum/
minimum contacts standard/
multiple defendants/
objections/
occasional transactions/
office, maintaining in forum/
officers/
parent and subsidiary corporations, , /
passenger carriers/
preemption by federal legislation/
products liability/
purposeful availment rule/
quasi in rem/
shipments into forum state/
single acts or transactions/
solicitation of business/
specific jurisdiction/
state courts/
stream of commerce theory/
subject matter/
Alien Tort Statute/
theories/
transacting business in forum requirement/
transitory causes of action/
unilateral activity of another/
visitorial powers/
waiver/
writ of prohibition/
liability to suit/
federal courts/
libel/
aliens/
nonresidents/
pleadings/
amendments/
answers/
complaints/
defensive/
signature/
verification/
record, doing business shown by/
removal of action/
absent corporation/
federal courts/
pleading/
proof/
right to plead/
tolling/
withdrawn corporation/
venue/
burden of proof, improper venue/
change/
federal courts/
federal courts/
change of venue/
objections/
plea of privilege/
Actions between foreign corporations, jurisdiction of state court/
appeals/
notice/
raising defense of noncompliance with qualifying statutes for first time/
burden of proving compliance with qualifying statutes/
conflict of laws as to right to maintain action/
counterclaims, right to assert/
defenses/
noncompliance with qualifying statutes, motion/
waiver/
dissolution of corporation, effect on right to bring action/
door-closing statutes/
evidence to show compliance with qualifying statutes/
extraordinary remedies, right to sue/
federal courts/
standing to sue/
foreign corporation suing another foreign corporation/
injunction against prosecution of actions/
interstate commerce transaction, right to sue/
judgment where corporation has not complied with qualifying statutes/
jurisdiction/
model act restrictions/
parties/
pleadings bylaws/
charter/
compliance with qualifying statutes/
denial upon information and belief/
minority rule, necessity of showing compliance/
motion, raising defense of noncompliance/
necessity/
sufficiency of pleading/
corporate powers/
signature/
verification/
presumptions/
compliance with qualifying statutes/
place of contract or doing business/
right of foreign corporations to maintain actions/
security for costs/
statutory limitations or restrictions on right/
statutory remedies, right to sue/
subsequent qualification, effect/
venue/
waiver of noncompliance with qualifying statutes/
Administrator, power to act/
Admission to transact business constitutional requirements/
definition of transacting business/
excluded activities/
fees and licenses/
isolated act or transaction/
occasional act or transaction/
penalties for noncompliance, , /
preliminary acts to transaction of business/
regular corporate business, test as to whether qualification required/
requirements/
service of process requirements distinguished/
single act or transaction/
tax law requirements distinguished/
transactions requiring/
Agents/
appointment or presence in state as transacting business/
power to act/
Agents for service of process appointments/
compensation/
designation of new agent/
revocation of authority/
state officials/
statutory requirement/
Alien corporations, distinguished/
Aliens, actions against corporations in federal court/
Amenability to jurisdiction/
Amendment of charter, fees for filing/
Appearances/
special appearances/
Appellate practice/
expulsion from jurisdiction/
judgment in action by noncomplying corporation/
jurisdiction, interference with/
internal management/
Appellate practice/
noncomplying corporation’s right to appeal/
service of process/
Apportionment principle/
Arbitration, basis for jurisdiction/
Associations/
Attorney in fact, power to act/
Bankruptcy proceedings/
Bequest, acquisition of property by corporation/
Bond as condition of doing business/
Books and records/
inspection/
requirement as to keeping in state/
Business trust, governmental regulations/
Bylaws, pleading in action by corporation/
Capacity to sue and be sued/
Certificate of authority/
equal treatment with domestic corporations/
revocation/
Certificate of existence/
Certified copies of articles of/
incorporation as sufficient evidence of corporate existence/
Change in statutes imposing conditions, power of legislature/
Change of venue/
Charters/
authentication/
dissolving and winding up provisions/
measure of powers exercisable in foreign state/
notice of limitations imposed by charter/
pleading in action by corporation/
restrictions and limitations, effect on exercise of powers in foreign state/
Chattel mortgages, powers/
Citizenship/
shareholders, effect on status of corporation/
status of foreign corporation/
Civil War, status of corporations created by seceding states/
Classification/
Classification, corporate/
Comity/
absence of express prohibition/
basis of doctrine/
character of corporation as affecting/
corporations created for purpose of doing business in another state/
corporations without power to act in creating state/
evasion of state’s laws/
fraud upon state’s laws/
definition/
discretion of courts/
duty of courts/
internal organization/
limitation of doctrine/
local policy/
modification/
nature/
object of corporation as affecting/
powers and rights/
augmentation by comity/
particular rights and powers/
restriction to powers exercisable by domestic corporations/
supplying powers, comity as/
Comity/
purpose of corporation as affecting/
receivers, actions by and against/
state laws as applicable, -/
benefits conferred/
exemptions available/
liens, statutory rights/
privileges conferred/
remedies, right to pursue/
withdrawal/
Compliance with constitutional or statutory requirements/
burden of proof/
domiciliary laws as to performance of acts or powers/
effect/
permit to transact business, /
pleading compliance with statutes in action by/
rights and status of domestic corporations/
subsequent compliance/
substantial compliance/
Conflicts of laws/
standing to sue/
voting agreements/
Congress, status of corporations created by/
Consolidation of corporation eminent domain/
taxation/
Constitutional limitations/
Constitutional limitations on regulation/
constitutionality of regulatory statutes, right to raise/
domestication, validity of requirements/
due process of law/
equal protection, /
extent to which protected/
federal agencies/
first amendment/
interstate or foreign commerce/
actions by foreign corporations/
construction of statutes as applicable to interstate commerce/
construction work/
corporations within protection of commerce clause/
definition of interstate or foreign commerce/
doing business distinguished from interstate commerce/
e-mail/
entertainment/
exclusion of interstate commerce from qualification requirements/
factors or commission men, sales to/
fraternal organizations not created for profit/
goods already in state/
information services/
insurance/
internet/
leases involving installation/
construction, supervision or repair/
leases of personal property/
lending of money/
limitations on actions by foreign corporations/
manufacturing/
original package doctrine/
purchases by foreign corporations/
radio transmissions/
repairs of products/
sales/
service of process on foreign corporations/
sports teams/
telecommunications/
television transmissions/
transportation of property or persons/
unlawful interference/
privileges and immunities, /
removal of causes to federal courts, validity of statutes prohibiting/
retaliatory statutes, constitutionality/
sales/
vested rights/
Constitution of state, necessity for acceptance/
Contracts/
conflict of laws/
forum selection provisions, validity and enforcement/
impairment/
jurisdiction/
clause in agreement/
making as basis/
noncompliance with constitutional or statutory requirements as voiding, interstate commerce
exception/
place, presumption/
power to contract/
presumption as to power to contract/
statutes voiding/
admissions/
burden of proof/
equitable proceedings/
estoppel to deny/
judicial notice/
methods of proof/
necessity for proof/
necessity of pleading/
presumptions/
proof/
sufficiency of pleading/
Corporate opportunity, law of state of incorporation/
Corporations/
nonresident status/
term as used in statutes as including/
Costs, actions against corporation/
Counterclaims/
noncompliance with qualifying statutes, right to assert/
Crimes by and against/
Cumulative voting, limiting right/
Deductions in computing taxes/
Definition/
Deposits/
protection of creditors/
Designation of place of business in state/
Devises, acquisition of property by corporation/
Discrimination between foreign corporations, equal protection, /
actions against corporation, effect/
to /
actions and proceedings affected by dissolution/
attachments/
executions/
garnishments/
judgment against, extraterritorial effect/
limited existence after dissolution/
pending actions and proceedings/
statutory representative of dissolved corporation/
actions by corporation, effect/
charter provisions, effect/
dissolving of corporation/
effect/
full faith and credit to dissolution decree/
jurisdiction, local courts to conserve assets/
power to dissolve/
property rights of dissolved corporation/
District of Columbia, status of corporations/
Dividend income, parent and subsidiary/
Division of creating state as affecting status/
Doing business/
affiliated corporations, jurisdiction and service, /
determination/
licensing statutes, requirement for single or isolated transaction/
presumptions/
proof/
regulations as to admission into state/
acquisition, ownership or disposal of real property/
acquisition of personal property/
actions, instituting or defending/
advertisements, soliciting/
agents/
booking companies/
bringing actions/
business information services/
carriers/
collection of data/
collection of debts or claims/
contracts/
crops, contracting for production and sale/
customs brokers/
dealers/
defending actions/
definition/
determination/
enforcement of contract/
evidence/
excluded activities/
executor, actions as requiring qualification/
ferry service/
franchises/
holding directors’ or shareholders’ meetings/
installation or repair of machinery/
insurance contracts and transactions/
interstate commerce business/
distinguished/
intracorporate transactions/
investments/
leases of property/
meetings in state/
miscellaneous acts and transactions/
mortgages holding/
making or taking, /
newspaper of periodical/
subscriptions, soliciting and receiving/
novations/
occasional acts or transactions, -/
office in state/
officers residing or meeting in state/
orders obtained by traveling salespersons or agents/
parent-subsidiary dealings/
partnership doing business in state, corporations becoming member/
payment of debts or claims/
place of business/
preliminary acts to transaction of business/
presumptions/
principal office/
procurement of loan for borrowers and investors/
purchases/
personal property/
real property/
stock in domestic corporation/
questions of law and fact/
real property, acquisition, ownership or sale/
refunding operation/
residence of officers or directors/
sales of personalty/
agents, sales through/
consignment of goods for sale on commission/
goods or property already in state/
shipment into state/
stock sales/
traveling sales representatives, sales through/
sales of real property/
sales or leases involving installation or repair/
securities/
service of process laws, distinguished/
servicing agreements/
settlements of accounts/
single act or transaction/
soliciting and receiving/
subscriptions or advertisements/
soliciting business, , /
stock in domestic corporation, acquiring or holding/
stock subscriptions/
stock transfer office in state/
subsidiary/
substantial portion of ordinary business/
suits, instituting or defending/
survey/
tax acts distinguished/
test/
trade shows/
traffic contracts, operations and transactions/
transactions within corporation/
trustee, acting as requiring qualification/
service of process/
definition of doing business/
distinguished from tax and licensing requirements/
nature and extent of business required/
stock subscriptions/
venue, actions against corporation/
Domestication/
citizenship of domesticated corporation/
corporations to which applicable/
distinctions/
eminent domain, effect upon right/
jurisdiction/
power of state/
pure domestication compared to qualification to do business/
statutory provisions, -/
taxation/
domestication statute/
power of state to domesticate for tax purposes/
validity of requirements/
Domicile/
Due process/
Duration of permit, license or certificate to do business/
Equal protection/
Equal protection, taxation/
Equal treatment with domestic corporations/
Evidence/
Excise taxes/
Exclusion or restriction, -/
federal agencies/
Executions/
service of process/
Executor, power to act/
Exemption from attachment/
Exports, taxation/
Expulsion or ouster/
effect of revocation of license and ouster/
grounds/
antitrust law violations/
bond, failure to furnish/
criminal law violations/
failure to obtain license or permit/
fees, failure to pay/
removal of causes, violation of conditions or restrictions/
security, failure to furnish/
taxes, failure to pay/
violation of laws of state/
procedure/
review/
wrongful forfeiture or ouster, remedies/
Extraterritorial existence/
Extraterritorial powers/
Federal agencies, state taxation/
Federal corporation, , /
Federal courts/
appearances/
diversity of citizenship jurisdiction/
insolvency proceedings, jurisdiction/
jurisdiction, /
removal of causes, state restrictions/
service of process/
unlicensed foreign corporation as precluded from suing/
Federal income taxes/
Fees and licenses/
admission into state/
amendment of charter, filing/
Fiduciary capacity, power to act/
Filing copy of charter or articles as prerequisite to admission/
First amendment, service of process for libel/
Foreign corporation’s right to plead/
Foreign corporation suing another foreign corporation/
Foreign Sales Corporations (FSCs)/
Foreign Sovereign Immunities Act/
Franchise fees or taxes, /
capital stock/
due process/
imposed on interstate business/
no par stock/
unitary business/
affiliate corporations/
apportionment/
net income/
tax situs/
Fraud, person induced into jurisdiction/
Full faith and credit clause/
actions between foreign corporations/
Garnishments/
answer by agent/
domiciled in state, effect/
foreign corporation as garnishee/
jurisdiction/
transacting business in state, effect/
Gross income or receipts/
Habitation/
Hague Convention, service of process/
Imports, taxation/
Income taxes federal/
state/
Inhabitant/
Insolvency/
administration/
discrimination/
federal courts, jurisdiction/
jurisdiction/
federal courts/
state courts/
laws of state creating corporation, extraterritorial force/
preferences/
priorities/
state courts, jurisdiction/
Insurance, conditions upon issuing/
constitutional limitations on taxation, premiums paid to company/
assessments on stock/
assets, distribution/
bonds/
bylaws/
charter, power of court to construe/
determination of status of foreign corporation as de jure/
directors/
matters relating to office/
discretionary jurisdiction of courts/
dissolution, power to dissolve/
dividends/
Erie doctrine, effect/
federal courts/
fiduciary obligations, breach/
forfeiture of charter/
forum non conveniens doctrine as affecting, /
inspection of books or property/
application of rules/
legislative power over internal affairs/
limitations of rule denying power to state/
meetings/
nature of rule denying power to state/
officers/
matters relating to office/
organization, validity/
proxies/
reasons for rule/
receivers, appointment/
scope of rule denying power to state/
shareholders/
actions for accounting/
mismanagement or misap-/
propriation/
enforcement of statutory liability/
stock option plans/
stocks/
subscriptions to stock, enforcement of liability/
what constitutes/
Interrogatories, jurisdictional issues/
Interstate air carriers, taxed as foreign corporation/
Interstate business/
Interstate Income Act/
Interstate commerce transaction, right to sue/
Intrastate state activity/
Involuntary assignments for benefit of creditors/
Isolated transactions/
basis of jurisdiction for service of process/
Joint venture foreign corporations, transacting business/
Judgments/
Judicial notice/
Jurisdiction/
actions against corporation, federal courts/
Alien Tort Statute/
arbitration/
e-commerce/
federal courts, actions against corporation/
Internet activity/
registration with state, /
subject matter/
federal courts/
state courts/
Laws and decisions of creating state, force and effect, -/
Leases, power/
Liability of officers and directors/
Licensed corporations, status and rights/
License to do business/
Limitations/
charter and general laws, notice/
power to exclude/
state taxation/
Limited existence after dissolution for purpose of litigation/
Long-arm jurisdiction/
constitutional limitations, -/
due process standards, -/
enumerated act statutes/
retroactive application of statutes/
service of process/
Maintaining place of business in state as condition of admission/
McCarran Act/
Model Business Corporation Acts agents to receive process/
annual reports/
application to transact business/
contracts, impairment/
definition/
delay of suit pending qualification/
exceptions to qualification requirements, interstate commerce/
internal affairs/
noncompliance/
assignees of noncomplying corporations/
title to property, validity/
transferees of noncomplying corporations/
place of business/
registered office/
charter limitations on powers/
curative statutes as affecting illegal mortgages/
estoppel to question validity/
noncompliance with statutory conditions as affecting/
powers, /
retroactive effect of legislation on existing interests/
right to question/
trustee, power of foreign corporation to act/
Motive of exclusion or restriction/
Motor carriers, taxation/
Multijurisdictional corporations, status/
Multinational corporations/
Names/
change after compliance with statutory regulation/
protection/
rights and liabilities/
National banks, status/
Noncompliance with constitutional or statutory requirements/
actions/
agent’s bond as affected by corporation’s noncompliance/
corporation, statutes suspending right until compliance/
defense of claims/
enforcement of penalties/
right to defend/
state courts on contracts and transactions had before compliance/
agents/
criminal liability, effect/
liability to account to/
noncomplying corporation/
personal liability, , /
appeals, noncomplying/
corporation’s right/
burden of proof as to compliance in action by corporation/
compliance after commencement of action, effect/
consequences specified by statutes/
retroactive effect/
contracts/
agreements made in other states/
assignees/
choice of law/
enforceability/
fully executed/
impairment/
intermediary or by firm of which foreign corporation is member/
interstate commerce exception/
matters not arising out of contract, effect/
state court actions/
status of prohibited contracts in other jurisdictions/
subsequent compliance, effect/
successors in interest/
void, statutes declaring/
void or voidable as to/
noncomplying corporations and assigns/
counterclaims, right to assert/
curative statutes, operation and effect/
defense of actions or suits against corporation/
estoppel to assert/
persons dealing with/
extraterritorial effect/
federal courts, effect on right to sue/
fines for noncompliance, /
incorporators/
personal liability/
judgment in action by noncomplying corporation/
limitation of action against corporation/
matters not arising out of contract as affected/
agents to receive process/
service of process after withdrawal/
validity of corporate transactions/
mortgages by or to noncomplying corporation/
officers, personal liability, , /
parties against whom urged/
assignees of noncomplying corporation/
receivers/
shareholders in individual capacity/
transferees of noncomplying corporation/
penalties for noncompliance actions to recover/
exclusiveness/
prohibitory statutes, -/
specified but contracts validated by statutes/
specified by statutes, -/
presumption as to compliance with qualifying statutes in action by corporation/
property of noncomplying corporation or persons claiming under it/
purchaser from noncomplying corporation/
removal rights, effect/
repeal of statute/
retaliatory statutes/
retroactive effect of statutes/
right to urge or take advantage of noncompliance/
service of process, effect/
shareholders of noncomplying/
corporation, personal liability to third persons, , /
state’s right to raise question of noncompliance as exclusive/
status and rights of corporations/
subsequent qualification/
substantial compliance, effect/
suspension of remedy in favor of corporation until compliance/
title of noncomplying corporation or persons claiming under it/
torts/
liability/
right to redress/
validating statutes, operation and effect/
waiver of defense in action by corporation/
Nonresident corporations, attachment/
Nonresidents, actions against corporation/
Nonresident witness immunity rule/
Notice of limitations imposed by charter and general laws/
Occasional acts or transactions/
Office, maintaining registered office in state/
Other corporations, acquiring stock in/
Out-of-state service/
Outside of state/
disregard of corporate entity/
Parent and subsidiary double taxation/
long-arm statutes/
Partial invalidity of statute regulating transacting of business/
Patent infringement/
Permit to do business/
Person, term as including/
Personal property/
acquisition, doing business in state/
rights and powers/
sales representatives in state/
sales within state as doing business/
Persons who may or must be served, failure to appoint/
Piercing the corporate veil, Foreign Sovereign Immunities Act/
Pleadings/
necessity for pleading/
Pledges, powers/
Policy of exclusion or restriction/
Powers and rights actions/
administration of estate, powers/
agricultural lands, ownership/
capacity to sue and be sued, /
character/
charter as measure of powers exercisable in foreign state, /
conflict of laws/
extent/
extraterritorial powers/
farming/
governing law/
judicial notice/
laws of foreign states as affecting, -/
notice/
presumptions/
proof, /
qualification statutes/
real property/
bylaw limitations/
charter limitations/
leases/
legislation affecting existing rights/
prohibitions and restrictions/
real estate corporations/
restrictions and limitations as affecting exercise of powers in foreign state/
rights and status of domestic corporations/
status of licensed foreign corporations/
Preemption of state law jurisdiction/
by federal laws/
Preferential transfers or assignments/
Prequalification contracts/
retroactive effect given to qualification statute/
validating statutes/
void/
Presumptions, corporate existence/
Priority of local creditors/
insolvency/
Privilege fees or taxes/
dividend tax/
Products liability, jurisdiction/
Prohibition writs, improper venue/
Property, powers and rights/
et/
seq/
Property taxes/
bond required to be deposited in state/
exemptions/
franchises/
intangible property/
particular kinds of property as taxable/
situs for tax purposes/
valuation of property/
Protection against state legislation in contravention of federal constitution/
Purpose of exclusion or restriction/
Qualifying to do business/
Railroad companies, garnishments/
Real estate corporations, powers and rights/
Real property/
acquisition, doing business in state/
conditions of acquiring or holding/
disposal, doing business in state/
doing business, ownership/
eminent domain/
consolidation, effect/
constitutional prohibitions/
delegation of power/
domestication, effect/
domestic company, agent/
grant of power/
jurisdiction/
power, /
procedure/
qualification, effect/
remedies/
statutory prohibitions/
leases, power/
mode of acquiring or holding/
ownership as doing business in/
state/
powers and rights/
bylaw limitations/
existing rights as affected/
purpose of acquiring or holding/
real estate corporations/
sale as doing business in state/
transfer of property held in violation of law/
ultra vires or prohibited ownership/
evasion of prohibition/
right to question or attack/
subsequent transfer by corporation/
Receivers/
actions by and against/
comity/
defenses/
leave of court to sue receiver/
objections/
parties/
right of receiver to sue in own name/
waiver/
ancillary or auxiliary receivers/
administration of assets/
appointment/
custody of assets/
duration of appointment/
duties/
jurisdiction to appoint/
order or decree appointing/
powers/
procedure for appointment/
rights/
termination of appointment/
attachments, effect of appointment/
creditors’ rights, -/
effect of receivership/
executions, effect of appointment/
extraterritorial recognition/
property in other jurisdictions/
rights to property/
title to property/
federal court, power to appoint/
garnishments, effect of appointment/
general receivers/
liens/
local assets/
order or decree/
persons entitled to seek appointment/
power to act/
power to appoint/
rights/
title of receiver in property/
voting at corporate meetings and elections by receiver/
Redelivery to correct person/
Registered agents/
Registered office/
Registration with state, jurisdiction, /
Removals of actions/
Renewal of permit, license or certificate to transact business/
Reports/
duty to make/
Representative capacity/
Reservation of names/
Residence, /
shareholders, effect on status of corporation/
Retaliatory provisions/
imposing conditions upon transacting business in state/
taxation/
Revocation of agency/
Revocation of authority to transact business/
Rights of licensed foreign corporations/
Sales of goods or personal property within state/
shipments from out of state/
Sales taxes/
Seceding states, status of corporations created during Civil War/
Securities registration requirements, federal securities laws/
Security/
condition of doing business in state/
security deposits by foreign corporation, right of shareholders and creditors/
Security for costs, action by corporation/
Security interests/
Service of process/
acceptance of service as dispensing with formal service/
affidavit of compliance/
agent to receive service, appointment/
agent with adverse interest/
business agent/
change of name/
compliance affidavit/
state statutes/
compliance or noncompliance with local statutes as affecting/
consolidation of corporation as affecting/
construction of statutes by state courts/
designated state official/
determination of whether corporation is doing business/
Service of process/
doing business as essential, , /
acquiring or holding stock in domestic corporations/
advertising of business/
agents, presence or residence in state/
airlines/
arbitration provision in contract/
bringing action/
carriers of goods or passengers/
casual transactions/
collateral acts or transactions/
common carriers/
contracts/
defending actions/
freight, solicitation of business/
incidental acts or transactions/
individual acts or transactions/
instituting lawsuits/
intermittent transactions/
investments/
loan activities/
manufacturing companies/
meetings of corporation/
mortgage companies/
nature and extent of business required/
occasional transactions/
office in forum state/
officers, presence or residence in state/
Service of process/
passengers, solicitation of business/
place of business in forum state/
purchases within state/
radio broadcasting/
sales within state/
securities transactions, /
settlement agreements/
shipments into state/
solicitation of business by agents/
subscriptions for stock/
sweepstakes contest advertising in state/
due process/
execution/
federal courts/
forfeiture/
mode and sufficiency of service/
rules/
state statutes as applicable/
general process statutes, applicability/
Hague Convention/
holding company/
implied consent/
limitation as to time for service after commencement of action, tolling/
federal enclaves, place of transaction/
mail/
minimum contacts doctrine/
Service of process/
mode of service leaving copy/
mailing process or notice of suit/
statutory mode as cumulative or exclusive/
strict compliance with statutory mode as essential/
sufficiency/
nature of questions regarding doing business/
necessity for service/
noncompliance with statute, default judgment/
operation of state statutes/
parent corporations/
persons on whom service may be made/
agency, existence and proof/
agents to whom statutes applicable/
agent with adverse interest/
assistant treasurer/
attending trials, service on officer/
casual presence of officer in state/
chief executive officer/
corporation as agent for service of process/
designated persons/
director/
distributors, /
federal courts/
foreign insurance companies/
fraud or deception in procuring officer’s presence in state/
Service of process/
general manager/
holding companies/
independent contractors/
judicial proceeding/
local agent/
managing agent/
suits in the federal court/
miscellaneous occupations/
nonresident motorists/
officers or agents to whom statutes applicable/
officers other than executives/
officer temporarily or casually in state/
persons never agents of corporation/
president/
receiver/
receptionists/
registered agents/
resigned officer/
revocation of agency, effect of service after/
sales managers/
sales representatives/
secretary/
shareholder/
state official designated by statute/
compliance with statutes as essential/
method of service/
New York rule of surrender of authority/
noncompliance with statute/
Service of process/
showing of compliance with statute/
sufficiency of service/
withdrawal of agent/
withdrawal of corporation from state/
subsidiary/
superintendent/
supervisors/
temporary presence of officer in state/
termination of agency, effect of service after/
traveling sales representatives/
treasurer/
vice-president/
agent of company/
New York rule/
state official/
witness, officer in state/
place of service/
power of legislature/
president/
procedure to test sufficiency/
property in state as basis for jurisdiction/
publication of summons, sufficiency of affidavit to authorize/
receivership/
registered mail/
return or proof of service affidavit of service/
agent served, sufficiency/
Service of process/
defective/
definition/
diligence to obtain service/
doing business in state, sufficiency/
evidence, effect of return/
impeachment/
maintaining place of business, sufficiency/
nature of corporation served/
officer served, sufficiency/
person served/
place of service, sufficiency/
substituted or constructive service, return of sheriff/
sufficiency/
revocation of agency/
scope of state statutes/
service or return defective affidavit/
appeal from order quashing summons/
counteraffidavits/
estoppel/
hearing and determination of motion to quash/
objections, how raised, /
questions of law and fact on motion to quash/
removal of cause to federal court/
special process statutes, applicability/
state official designated by statute Model Business Corporation Act ()/
revocation of appointment/
withdrawal of agent, /
Service of process/
substituted or constructive service/
affidavit/
attachments/
defects/
objections to service by publication/
property as prerequisite/
return of sheriff/
vacating/
verified pleadings/
tax and licensing statutes distinguished/
ticket seller, service on/
tolling statutes, Hague Convention, /
Uniform Interstate and/
International Procedure Act/
unlicensed foreign corporation withdrawing from state/
vice president/
winding up of corporation/
withdrawal from state/
Several states, status of corporations/
Shareholders/
derivative actions, security for expenses/
liability/
creditors, unpaid subscriptions, conditions precedent/
enforcement by state, internal affairs doctrine/
security deposited for protection, rights/
Single acts or transactions/
Situs/
Special appearances/
State income taxes/
Status of licensed foreign corporations/
Statute of wills, extraterritorial force/
Statutory assignments for benefit of creditors/
Statutory provisions imposing regulations and conditions/
Stock/
acquisition, other corporations/
basis for jurisdiction for service of process/
power to purchase and hold/
Stock transfer agents, presence as doing or transacting business/
Subscriptions, soliciting as doing business in state/
admission to transact business/
Sweepstakes advertising campaign through mails, jurisdiction in action for conducting/
Taxation/
air carriers/
Airport Development Acceleration Act/
amendment of charter, filing/
apportionment principle, , ,/
capital employed in state as basis/
capital stock/
collection of tax/
commerce clause/
computation of tax period/
condition precedent, doing business/
due process of law/
equal protection, -/
exports/
Taxation/
imports/
insurance companies, premiums paid to company/
agents of foreign corporations/
compensation for additional facilities/
condition of doing business in state, payment of tax/
corporation engaged in both interstate and intrastate commerce/
defined/
federal courts following state decisions/
gasoline tax/
police power/
proportioning of tax to property, business or income within state/
regulation/
transaction of only interstate commerce in state/
privileges and immunities/
deductions in computing/
dividends, , , /
doing business in state as condition precedent, -/
domestic and foreign corporations distinguished, statutory provisions/
domestication statute/
double taxation/
excise taxes/
exemptions/
federal agency/
Taxation/
franchise taxes, , /
discriminatory towards nonresidents/
equal protection/
validity/
fuel used by interstate carriers/
gasoline tax/
gross premiums tax/
gross receipts/
holding company/
McCarran Act/
interstate air carriers, /
motor carriers/
multinational corporations/
multiple taxation/
net income as measure/
parent companies/
pipeline company/
privilege dividend tax/
privilege taxes/
property/
property taxes, /
bond required to be deposited in state/
franchises/
intangible property/
particular kinds of property as taxable/
situs for tax purposes/
recovery back of taxes/
retaliatory statutes/
sales taxes/
state income taxes/
domestic and foreign corporations distinguished/
stock/
Taxation/
subsidiary companies/
telecommunication companies/
termination of liability/
unitary business principle, , , , , /
unit rule, valuation/
use taxes, collection/
Telecommunication companies, taxation/
Termination of agency/
Term of permit, license or certificate to transact business/
Territorial change in state of creation, effect/
Territorial corporations, status/
Tort liability/
Transaction of business/
Trustees/
mortgages or deeds of trust, power to act/
power to act/
will, acting as trustee/
Ultra vires contracts/
Unfair trade practices, jurisdiction over corporation/
Use tax, collection/
Usury laws of state creating corporation, extraterritorial force/
Venue/
agent/
change of venue/
federal courts/
constitutionality of statutes regulating/
doing business/
federal courts/
objections/
promotional activity/
waiver/
forum non conveniens doctrine/
joinder of parties/
statutes fixing/
Violation of statutes, actions to recover penalties/
Visitorial powers/
Voting agreements, conflicts of laws/
Voting stock at corporate meetings and elections/
Waiver of defense in action by corporation/
Wills/
acquisition of property by corporation, -/
statute of wills, extraterritorial force/
Withdrawal from state/
revocation of agent’s authority/
service of process/
statute of limitations, tolling/
FOREIGN INVESTMENT STUDY ACT/
See Reports/
FOREIGN SOVEREIGN IMMUNITIES ACT/
FOREMEN/
See Supervisors/
FORFEITURE/
See also De Facto Corporations; Quo Warranto; Subscriptions to Stock/
Assessment on full-paid stock, enforcement/
Due process/
FORFEITURE OF CORPORATIONS/
FORFEITURE OF FRANCHISES/
See Franchises/
FORGED CERTIFICATES OF STOCK/
See Certificates of Stock/
FORGED ENTRIES/
FORGERY/
Corporate seal/
FORUM NON CONVENIENS/
Applicability/
Derivative actions/
Factors applicable in applying doctrine, /
Federal courts/
actions between foreign corporations/
discretion to grant/
factors/
State courts/
FRACTIONAL SHARES/
Certificates/
Holders’ rights, /
New York law/
Purpose/
Scrip as alternative/
Voting, /
FRANCHISES/
See also Dissolution of Corporations; Incorporation Under Special Act; Merger and Consolidation;/
Mortgages and Deeds of Trust; Taxation/
Abandonment/
Abuse, quo warranto as remedy/
Capital/
generally/
no par value stock tax computation/
stock, authorized vs outstanding/
stock, capital valuation/
stock, capital valuation deductions/
tax statutes term definitions/
Capitalized earnings/
Classes/
Conditions/
Construction/
Contracts/
Corporate franchises attachment/
characteristics/
contracts/
corporate existence as franchise/
definition, /
execution to satisfy judgment/
general franchise/
injunctions to protect/
necessity/
ownership/
power to mortgage/
primary/
property, nature/
seizure by legal process/
separability, special franchises/
termination/
transfers/
Damages/
Definitions/
Dissolution of corporations de facto/
effect/
lease of all property/
Due process/
Electric, replacement by municipal system/
Estoppel to challenge irregular grant/
Exclusive/
fish, grant to take/
grant/
history/
municipal power to grant/
particular enterprises/
police power/
purposes of grant/
Failure to perform, injunctive relief/
Foreign corporations, franchisees in state as doing business/
Forfeiture/
failure to commence business within specified time/
violation of antitrust law/
Fraud inducing formation of corporation/
Gross receipts/
Implied powers/
Legislative authority for transfer/
Levy of execution/
Misuse, quo warranto as remedy/
Mortgages and deeds of trust after-acquired franchises/
franchise included as mortgaged property/
mortgage of franchises/
mortgage of privileges, statutory provisions/
Municipality, transfer to/
Nature and characteristics/
conditions attached to grant/
corporate franchise, property/
definition and classification/
Net income generally/
Net worth/
Nonuse, quo warranto as remedy/
Ouster, quo warranto proceedings/
Ownership/
Primary franchise/
Property, nature as, /
Ratification of transfer of secondary franchise/
Revocation for violation of antitrust law/
Secondary franchises, , /
abandonment/
acceptance/
amendment/
application/
attachment/
breach of contract, revocation as/
cancellation/
characteristics/
conditions/
consent to abandonment/
construction, /
contract, special franchise/
corporate existence as affected by termination/
corporate powers or privileges, grant/
courts, resort to/
declaration of forfeiture/
de facto corporation/
definition and characteristics,/
distinctions/
duration, -/
easements distinguished/
estoppel to assert forfeiture/
exchange, other privileges/
exclusiveness/
exclusive right, exchange for services/
execution to satisfy judgment/
expiration, continuation of services/
failure to perform, injunctive relief/
forfeitures/
grant/
highest bidder, sale to/
immunities/
injunctions, protection/
insolvency as ground for forfeiture/
leases/
distinguished/
legislative authority for transfer/
license distinguished/
limitation on duration/
limitation of term or duration, absence of/
misuse as ground for forfeiture/
modification/
municipal consent, necessity/
municipality, transfer to/
nature/
neglect as ground for forfeiture/
nonuse/
number/
permit distinguished/
perpetual franchises, compelling surrender/
persons who may assert forfeiture/
preorganization grant/
privileges/
property, nature/
public service corporation, abandonment/
quo warranto, forfeiture/
referendum/
refusal of franchise by municipality/
renewal/
revocation/
right of corporation to maintain action/
rights/
specification of term or duration, absence of/
submission to voters/
surrender/
effect on capacity of corporation to sue/
term, -/
termination/
terms/
transfers, , /
use of street/
license, secondary franchise/
municipal consent, necessity/
waiver of forfeiture/
Securities laws, applicability/
Special acts/
Statutes/
Stock/
authorized vs outstanding/
capital valuation/
capital valuation deductions/
Terms/
Types/
Usurpation, quo warranto as remedy/
Utility companies, taxation generally/
FRATERNAL ASSOCIATIONS AND ORGANIZATIONS/
See also Membership Corporations;/
Nonprofit Organizations Agents, knowledge or notice imputed to association/
Amendment to charter altering rights of members/
Borrowing money, power/
Bylaws/
waiver/
Classification/
Construction/
Knowledge imputed to association, /
Mandamus, compelling restoration of membership/
Meetings of members, location/
Members powers/
Name, protection/
Officers, knowledge or notice/
imputed to association/
Powers/
Receivers, insurance contracts/
FRATERNITIES/
See Fraternal Associations and Organizations; Membership Corporations/
FRAUD/
See also Contracts; De Facto Corporations; Deceit; False Statements or Representations;
Fraudulent Conveyances;/
Insider Trading; Mergers and Consolidations; Promoters; Subscriptions to Stock;/
Transfers of Stock Actions/
venue/
Admissions or declarations, officers/
Agents, purchases or sales of stock/
Articles or certificate of incorporation, filing/
Assignability of actions against/
officers or directors/
Bank cashiers/
Bankruptcy transfers, criminal liability of officers/
Burden of proof/
directors, actions to enforce liability/
promoters/
Business trust, subscription procured/
Certificates of stock, issuance/
purchasers, rights/
Compensation forfeited/
Complaints/
Consideration for stock, inadequate/
Conspiracy, promotion of corporation/
Constructive/
Corporation’s liability/
corporation purchasing own stock/
misrepresentations, action by corporation/
Creation of corporation, estoppel/
Creditors’ suits against directors or officers/
Criminal bankruptcy fraud statute/
Criminal liability/
reliance, state securities/
Criminal penalties/
defrauding shareholders of public company/
mail and wire fraud/
Damages/
De facto corporations, condemnation/
Directors, , /
burden of proof/
constructive fraud, statute of limitations/
creditors’ suits/
criminal liability/
damages/
dealings with corporation/
equitable remedies/
evidence/
issuance of stock/
presumptions/
purchases of stock/
ratification/
remedies/
removal/
resignation/
purchases from shareholders/
Dissolution, grounds/
Dissolution of corporation, , /
Election of officers/
Evidence/
directors or officers, actions to enforce liability/
sales or purchases of stock, , /
Fidelity bonds, procurement/
Filings, articles or certificate of incorporation/
Formation of corporation/
Fraudulent transfers, sale of corporate property/
Imputed knowledge or notice, /
Incorporation/
corporate existence, effect on/
Incorporators, misrepresentations to incorporators/
Insider trading/
Investment Advisers Act of /
Issuance of stock or stock certificates/
purchasers, rights/
Joint and several liability, purchases or sales of stock/
officer’s or agent’s fraud upon corporation/
officer’s or agent’s fraud upon third parties/
Laches, rescission of stock purchase contracts/
applications of rules/
constructive fraud/
Membership corporations, fraudulent membership applications/
bond issues/
breach of contract/
cancellation of stock/
collusive judgments/
consideration for sales or/
purchases of property/
dealings between corporation and majority shareholders/
dealings between corporation and officers/
dealings between corporations with same shareholders or officers/
increase of stock/
issuance of stock/
leases of corporate property/
mismanagement of corporation/
mortgages/
purchases of stock/
ratification by majority shareholders/
redemption of property from forced sale/
retirement of stock/
sales of stock/
secret profits/
transfer of stock/
transfers of corporate property/
waste of assets/
Name, use/
Notice imputed to corporation, , /
Notice to officers or agents officer’s or agent’s fraud upon corporation/
officer’s or agent’s fraud upon third parties/
Officers/
acting for own benefit, corporation liable/
bank cashiers/
bankruptcy transfers, criminal liability/
burden of proof/
constructive fraud/
creditors’ suits/
criminal liability/
damages/
election of officers/
equitable remedies/
evidence/
fidelity bonds, procurement/
fraud in the inducement of contract/
issuance of stock/
negligent misrepresentation/
notice to authority/
presumptions/
public utilities bonds, sale of void/
purchases of stock/
ratification/
remedies/
transfers of property or stock/
criminal liability under bankruptcy laws/
Opinions, basis of action/
Parties to actions, sales or purchases of stock/
Partnerships or associations, conveyances/
Pleadings/
securities fraud/
Pooling agreements/
Predictions, basis of action/
Preincorporation contracts/
Presumptions, directors or officers, actions to enforce liability/
Punitive damages/
agents/
care required of purchaser/
damages/
interest, recovery/
measurement/
waiver or rights/
directors/
liability/
dividends/
duty to inquire/
elements of fraud/
evidence/
actions for damages/
actions to rescind purchase contracts/
inquiry notice/
intent to defraud/
investigation by purchaser, necessity/
knowledge of false statement/
legal matters/
matters of law/
net earnings/
officers/
opinions/
predictions/
promises/
reliance/
remedies, election/
scienter/
solvency of corporation/
value of stock/
Purpose of incorporation as unlawful/
Racketeer Influenced and Corrupt Organization Act (RICO)/
Ratification/
shareholders/
Receivership proceedings, postponement of claims because of fraud/
Reduction of stock/
Remedies/
promoters/
sales or purchases of stock damages, -/
Reorganizations/
agreements and plans/
judicial sale/
transfer of assets to new corporation/
Sale of corporate assets, fraudulent transfers/
Securities transactions blue sky laws/
contribution among liable parties/
defenses/
elements of action causation/
materiality/
reliance/
fraud on the market theory/
scienter/
insider trading/
interstate transactions/
manipulation of security prices/
manipulative and deceptive devices/
misappropriation theory/
registration statements/
remedies/
damages/
rescission/
tender offers/
unregistered offerings/
Service of process/
Shareholders’ liability creditors/
fraudulent character of debts/
unpaid subscriptions, defense to actions to enforce/
defenses to action to enforce, /
fraud in inducing subscription to stock/
transfer of stock induced by fraud/
Shareholders’ suits direct actions/
constructive fraud/
Statutory liability of officers or directors/
Tender offers/
Ultra vires transactions/
Underwriting agreements, /
common law fraud/
fraud on the market doctrine/
remedies/
Unregistered transfers of stock/
Voting agreements/
Waiver/
Watered stock/
FRAUDULENT CONVEYANCES/
See also Assets; Bankruptcy Actual fraud/
Assignments for benefit of creditors, setting aside/
Attachment, grounds/
Background/
Badges of fraud/
Bona fide purchasers/
Bulk Sales Law/
Burden of proof/
Capital condition of corporation, relevance/
Consolidations/
Constructive fraud/
Corporations as recipients of property/
Creditors, attacking conveyance/
Creditors’ bills/
Creditors following assets/
attorneys’ fees/
punitive damages/
Description/
Directors as recipients of property/
Excessive salary to officer of insolvent corporation/
Fair consideration/
Following assets into hands of transferee/
Garnishment proceedings, grounds/
Good faith sales/
History of fraudulent conveyance laws/
Homestead property/
Illustrations/
Intent to defraud creditors, necessity/
Leveraged buy-outs, , /
Mergers/
concealment/
insolvent corporation, mortgage given to director of/
president, mortgage given by/
corporation to secure debt of/
Officers as recipients of property/
Parties, /
Partnership or association property, /
Partnerships as recipient of property/
Preference distinguished/
Receiver’s power to bring action to set aside/
Recovery of assets wrongfully transferred/
bill for appointment of receiver/
burden of proof/
competency of evidence/
Recovery of assets wrongfully transferred/
conditions precedent to suit/
costs/
creditors’ suit/
decrees/
defenses to action/
discovery of assets/
duty of officers of corporation/
equitable relief/
estoppel/
evidence, -/
interest on claims/
judgments/
laches/
orders/
parties/
bank commissioner/
corporation as defendant/
creditors/
liquidating officer of corporation/
receiver of company/
shareholders as defendants/
trustee in deed of trust/
personal liability of shareholder/
pleadings/
presumptions/
punitive damages/
relevancy of evidence/
restitution of assets/
shareholder receipt of assets/
sufficiency of evidence/
variance between pleadings and proof/
void or voidable transactions/
weight of evidence/
Shareholders, conveyance to avoid paying judgment/
Shareholders’ suits to recover/
Sources of fraudulent conveyance laws/
Statutes/
Stock purchase agreement distinguished/
Subsequent creditors, right to attack conveyance/
Transfer of all assets while lawsuit pending/
Transfer of assets to directors or officers/
Transfer of assets to other corporations/
Transfer of assets to partnership/
Transfers in good faith/
Transfer to other corporations/
criticism of doctrine/
prohibitions/
Types of fraudulent transfers/
actual fraud/
constructive fraud/
Uniform Fraudulent Conveyance Act, /
Uniform Fraudulent Transfer Act/
Unreasonably small capital test/
Validity of transaction between parties/
Workers’ compensation claims/
FRAUDULENT/
REPRESENTATIONS/
See Fraud; Fraudulent Conveyances/
FREIGHT AGENTS AND SOLICITORS/
Service of process, agent in charge/
FRIENDLY RECEIVERSHIPS/
See Receivers/
FRUSTRATION OF PURPOSE/
Voting trusts, grounds for revocation or withdrawal/
FULL FAITH AND CREDIT/
CLAUSE/
Dissolution decrees, foreign corporation dissolved/
enforcement of judgment in action between foreign corporations/
Garnishment judgments/
Judgments against foreign corporations/
FULL-PAID STOCK/
See Assessments by Corporation on Full-Paid Stock/
FUNDING BONDS/
FUTURES/
See Futures Contracts; Investments/
FUTURES CONTRACTS/
Manager of corporation, power to enter/
President of corporation, power to enter/
GAMBLING/
Forfeiture of charter, violating laws against gambling/
GAMBLING CONTRACTS/
GARNISHMENT/
See also Attachment; Executions Actions by corporations/
Affidavits, -/
Amendments/
moving papers/
Ancillary proceeding/
Answers/
amendments/
conclusiveness/
default for failure to respond/
form/
oral examination/
sufficiency/
Appearance/
Applications/
Assignment of cause of action as affecting/
Attachment, relationship/
Banks, garnishees/
Bonds, property subject to being taken/
federal courts/
levy/
notice/
sale of stock/
Conflicting claims/
Constitutionality of procedures/
Corrections/
Counterclaims, wrongful garnishments/
Debt, situs/
Defects in proceedings/
Defined/
Discharge of garnishee/
Disclosures/
default for failure to respond/
form/
sufficiency/
Dissolution of corporation, effect/
Dividends on shares of stock garnished/
Domestic corporations, garnishment against/
Due process requirements, /
Equitable garnishment/
Exemplary damages, wrongful garnishments/
Exemptions/
Federal corporations, garnishees/
Federal courts, proceedings/
appointment of receiver, effect of/
dissolution, effect/
domiciled in state/
jurisdiction/
service in proceedings against/
Foreign railroad company/
Forfeiture of charter of judgment creditor, effect/
Forfeiture of franchise, effect/
Fraudulent transfers as grounds/
Full faith and credit clause/
Garnishees/
corporation against itself/
national banks/
nonresident corporations, /
nonresidents/
Home Owners’ Loan Corporation/
Insolvency, effect/
Insurance company/
Judgments/
Jurisdiction, , , /
stock/
Levy on stock effect/
federal courts/
notice/
Liens/
Motions to quash/
Mutual fire insurance company members/
National banks/
garnishees/
Nature of remedy/
Notice of proceedings/
Objections to defects or irregularities/
Officers’ liability, enforcement/
Oral examinations of garnishees/
Pledged stock, priority of pledgee/
Priorities/
bank deposits/
certificates of deposit/
deposits by agents, officers or trustees/
exemptions/
fire insurance, claims for loss/
franchises/
goods in carrier’s possession/
goods in transit/
insurance policies/
interest of shareholders/
liability insurance policies/
life insurance policies/
nonresidents, bank deposits/
notice to shipper, railroads and railroad property/
paper deposited for collection/
property insurance, claims for loss/
property or money in hands of officers and agents/
railroads and railroad property/
rolling stock/
rolling stock, railroads/
safe-deposit box, property deposited in box/
specific property on deposit/
stock/
dividends/
Punitive damages, wrongful garnishments/
Railroads and railroad property federal control, railroads under/
rolling stock/
Receiverships effect/
foreign corporations, property subject to being taken/
levy after appointment by receiver/
Release of garnishee/
Sale of stock/
Service of process/
interpleaded corporation/
returns/
setting aside proceeding/
Setoffs, wrongful garnishments/
Setting aside default judgments/
Shareholders’ liability, enforcement/
statutory/
Situs of debt/
Special interrogatories/
Stock/
dividends, right to claim/
federal courts/
jurisdiction/
levy/
manner/
notice/
sale of stock/
situs of shares/
Subscription to stock/
Substitutions/
Summons/
Third party claims/
Venue/
Waiver of defects/
Writs/
Wrongful garnishments/
GAS/
See Natural Gas Companies; Public Utilities/
GENERAL AGENTS/
See Agents; Managers/
GENERAL MANAGERS/
See Managers/
GEORGIA/
Business Corporation Code/
GIFTS/
Assets, shareholder ratification/
Charitable donations/
corporate power, /
Corporate power to make/
Corporate property directors/
manager or general manager of corporation/
officers/
Cy pres doctrine/
Directors/
accounting to corporation/
corporate property/
Donations/
charitable/
directors/
Donative intent, stock/
Incidental powers/
Officers/
corporate property/
manager or general manager of corporation/
Personal property, acquisition/
Political causes/
Political purposes, contributions/
President of corporation, powers/
Property/
Real property, acquisition/
Shareholders’ liability, defense to action to enforce gift/
Stock/
certificates delivery/
dominion and control over/
indorsement/
possession/
control over stock certificates/
delivery of stock certificates, /
dividends, effect of reservation/
dominion over stock certificates/
gift-tax return as evidence/
indorsement of stock certificates, /
insider trading liability/
intent, presumption/
joint tenancy/
minors/
possession of stock certificates/
revocation/
safe deposit box, access as sufficient delivery/
securities laws/
Section (b)/
title to stock, transfer and vesting/
transfer on corporate books, necessity/
Uniform Commercial Code provisions/
Uniform Stock Transfer Act/
vesting of title/
Uniform Commercial Code gifts of securities/
Uniform Gifts to Minors Act/
Uniform Transfers to Minors Act/
GLASS-STEAGALL ACT/
GOOD FAITH/
Notice to officers or agents, reliance on notice/
Promoters/
GOODWILL/
Consideration, issuance of stock/
Liability of officers for injury/
Recovery/
Sale of business/
GOVERNMENT/
See Federal Corporations;/
Governmental Control; States; United States/
GOVERNMENTAL AGENCIES/
Actions by and against, -/
Jurisdiction of federal courts of suits by and against corporations/
Railroad companies/
GOVERNMENTAL CONTROL/
See also Blue Sky Laws; Business Trusts; Eminent Domain; Foreign Corporations; Pensions; Rate
Regulations; Taxation Arbitration/
Arbitrators, delegation of power to/
Bank cashiers/
Businesses affected with public interest/
extent of power to regulate/
power to regulate/
tests for determining/
Commerce clause/
Constitutional limits commerce clause/
contract clause/
due process/
Contract clause/
Cooperative marketing associations/
Corporate property, eminent domain/
Courts, regulatory powers/
Criminal liability of corporation/
Delegation of power by public service commissions/
Due process/
Efficiency/
Electric companies, Federal Energy Regulatory Commission/
Eminent domain/
Employment practices/
labor-management relations/
plant closures/
Equal protection, regulated industries/
Excessive competition/
Extent of power to regulate/
Fair Labor Standards Act, directors and officers liability/
Fairness doctrine/
Federal administrative remedies or sanctions/
Federal government/
Federal regulatory agencies, merger and consolidation/
Foreign or interstate commerce actions against foreign corporations/
antitakeover statutes/
Free speech/
General rules/
Internal affairs/
regulatory powers/
Judicial review of regulations/
Labor-management relations/
Mandamus, compelling compliance with orders of regulatory boards/
Municipal corporations/
conflict with public service commissions/
regulation under police powers/
National Labor Relations Act joint employer doctrine/
single employer test/
single enterprise test/
Natural monopolies/
Police power/
Power to regulate, extent/
Price discrimination/
Property, eminent domain/
Public service commissions/
arbitration, conflicts between utilities/
conflicts between utilities, arbitration by commission/
conflicts with municipalities/
corporations subject to jurisdiction/
investigations/
jurisdiction/
orders, /
rate regulations/
regulatory powers/
conflicting with municipal powers/
state’s delegation of authority/
unwarranted dividends/
Public utilities, defined/
Rate regulation/
Referendum to determine rates/
accounts/
books and records/
business affected with public interest/
certificate of public convenience and necessity/
consent to abandonment of business/
consent to transfer of property or consolidation/
consolidations/
constitutional limits equal protection/
free speech/
search and seizure/
unreasonable searches/
delegation of power by public service commissions/
deregulation/
discrimination/
mergers/
power to regulate/
public service commissions/
reasons for regulation/
stock issuances/
territorial extension of service/
transfers of assets/
Seizures of stock/
State agencies/
arbitration, conflicts between utilities/
conflicts between utilities, arbitration/
powers/
public service commissions/
regulatory powers/
State control over federal corporations/
State governments/
regulatory powers/
State legislatures/
Stock seizures/
Tests for determining/
Torts, defense to action/
Visitorial power, state over foreign corporations/
Wage and price controls/
War powers/
Wartime seizures of stock/
GOVERNMENTAL/
CORPORATIONS/
See also Federal Corporations Actions, standing to sue/
Corporate status/
Incorporators/
Status as corporate entity, /
GOVERNMENT-OWNED/
CORPORATIONS/
See Actions; Federal Corporations; Governmental Corporations/
GRANTS/
See Real Property/
GRATUITOUS SERVICES/
See Directors/
GROSS MISCONDUCT/
GROSS RECEIPTS TAXES/
Commerce clause/
Double taxation/
Franchises/
Income/
GROUP HEALTH INSURANCE COVERAGE/
Employment/
GUARANTORS/
Shareholders’ derivative actions, standing to sue/
GUARANTY/
See also Suretyship and Guaranty Agents/
Bankrupt corporations, deductibility of payments/
Bonds/
corporate power/
negotiability/
Business compulsion or duress as defense/
Consideration, necessity and sufficiency/
Consolidations, guaranty rights/
Contracts for purchase of stock/
Debentures/
Directors/
enforcement/
Dissolution of corporations, guaranty agreements/
Dividends, preferred stocks/
Estoppel of guarantor to deny existence of corporation/
Evidence/
Foreign corporations, jurisdiction/
Indemnity as between individual shareholders or officers/
Individual shareholders/
Jurisdiction/
Lease performance by corporate tenant/
Liability of directors or officers/
Mergers, guaranty rights/
Notice to guarantor of corporation’s default, necessity/
Officers/
bank cashiers/
enforcement/
evidence/
liability/
revocation/
termination/
Parent and subsidiary corporations, president of parent/
Parol evidence/
Payments for stock, guaranty of corporate obligations as consideration/
Powers agents/
bank cashiers/
corporations/
directors/
officers/
Purchases of stock/
Ratification, acceptance or retention of benefits/
Reorganizations/
Shareholders/
corporate obligations/
consideration/
defenses/
duration/
implied agreements/
indemnity/
notices/
direct right of action/
guaranty of debt, effect on liability/
liability to creditors as guarantors/
shareholder’s guaranty of/
corporate obligations, , /
Statute of frauds/
Stock purchase agreement/
Stock purchase contracts/
Subscriptions to stock, equivalency/
Ultra vires, executory contracts for/
Underwriters, liability/
GUARANTY COMPANIES/
See Reorganization/
GUARDIANS/
See also Shareholders’/
Constitutional, Statutory or Charter Liability to Creditors Foreign, voting at corporate meetings and
elections/
Negligence as to transfer of stock as affecting ward/
Power to act/
Transfer of stock/
exclusion/
foreign guardians/
HAGUE CONVENTION/
HANDICAP DISCRIMINATION/
See Discrimination; Employment Discrimination/
HARASSMENT/
HAWAII/
HAZARDOUS WASTE LAWS/
See Environmental Laws and Regulations/
HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY ACT/
Employment/
Privacy/
HEALTH INSURERS/
Negligence liability/
HEALTH MAINTENANCE ORGANIZATIONS/
HEARINGS/
Regulated industries, due process/
HEATING COMPANIES Powers/
HEIRS/
Liability to creditors for unpaid subscription to stock/
Statutory liability as shareholder/
HIGHWAY DISTRICTS/
HIGHWAYS/
See Punitive Damages/
HISTORY OF CORPORATIONS/
American colonies, corporate character/
Colonies, corporate character/
Corporations/
De facto officers/
Definition of corporation/
Development of private corporations/
Distrust of corporations/
English corporations/
Federal corporation law/
Incorporation/
general enabling acts/
Model business corporation acts/
Private corporations/
Statutory laws/
federal corporation law/
model business corporation acts/
Uniform corporation laws/
HOLDING CORPORATIONS/
See Parent and Subsidiary; Public Utility Holding Company Act of /
HOME OWNERS’ LOAN ACT/
Loan corporation/
garnishment proceedings, garnishees/
HOMICIDE/
HORSE-RACING ASSOCIATIONS Powers/
HOSPITALS/
Benevolent corporation, classification/
Charitable corporation, classification/
Classification, charitable or benevolent corporation/
Immunity, injuries to third persons or strangers/
Tort liability, /
immunity as charitable institution/
HOSTILE TAKEOVERS/
See Takeovers/
HOTEL COMPANIES/
Classification, trading corporation/
Tort liability/
HUMANE SOCIETIES/
See Charitable Corporations/
HUSBAND AND WIFE/
Bankruptcy, joint shareholders’ liability/
Dividends, entitlement/
Gift, transfer or assignment of stock/
Joint shareholders’ liability/
Pledges of stock/
Proxies, signing/
Stock/
ownership interests/
title/
valuation/
divorce proceedings/
Tenants by entirety in stock/
Title to stock/
Transfer of stock to wife, shareholders’ liability/
Valuation of stock/
ICE COMPANIES/
Classification/
Purposes of incorporation manufacturing/
trade or commerce/
IDAHO/
ILLEGAL ACTS/
Impairment of franchise rights, injunctive relief/
Injunctive relief/
another corporations’ right to enjoin/
execution of corporate powers/
franchise rights, impairment by governmental actions/
private person’s right to enjoin/
state’s right to enjoin/
statutory right to enjoin/
Minority shareholders, rights and remedies, -/
ILLEGAL CONTRACTS/
See also Contracts; Debt Limit Abolition of doctrine of ultra vires/
Bank loans in excess of amount fixed by statute/
Charter, violation of/
Classes/
Collateral contracts/
Collateral illegality/
Common-law rule, prohibition declaratory of/
Conflict of laws/
Contracts against public policy/
particular contracts or provisions/
quasi-public corporation/
statutes as statement of public policy/
Curing illegality by subsequent legislation/
Debt limits/
Definition/
Directors, contracts inducing disregard of duties/
Directory statute/
Discounts in violation of statute/
Effect/
Enforcement/
Estoppel to urge illegality/
Exceptions to rule denying affirmative relief/
Implied contracts arising from/
Implied or express prohibitions/
Individuals, law controlling contracts between/
Intent of legislature controlling/
Interference with business relations, defense/
Judgments/
Kinds/
Knowledge of illegality/
Law governing/
Licensing statute/
Loans in violation of statute/
Loans to officers or stockholders of corporation/
Malum in se contracts/
Noncompetition employment agreements/
Officers, contracts inducing disregard of duties/
Officers of corporation, loans to/
Partial illegality/
Partial performance/
Particular contracts or provisions/
Partnership transactions in violation of statutes/
Penalty, statute merely imposing/
Performance on one side, effect of/
Persons who may urge illegality/
Pleading illegality/
Prohibited contracts not declared void/
Public policy, contracts against/
Purchase of own stock by corporation in violation of statute/
Ratification/
Relief/
creditors/
executed contracts/
illegal part of partly executed agreement unexecuted/
malum in se, partly executed contracts not/
parties not in pari delicto, partly executed contracts/
partly executed contracts/
public good, effect on partly executed contracts/
wholly executory contracts/
Shareholders’ liability for claims arising under illegal contracts/
Specific other penalty fixed by statute/
Statute, violation of/
Stock, corporation purchasing own stock/
Stockholders of corporation, loans to/
Subsequent legislation, curing illegality by/
Ultra vires contracts distinguished/
Void contracts distinguished/
ILLEGALITY OF/
CORPORATIONS/
Enforcement of shareholders’ liability for unpaid subscriptions/
Subscriptions to stock, illegal subscriptions/
ILLEGAL PREFERENCES/
See Preference of Creditors/
ILLEGAL STOCK/
See Stock/
ILLINOIS/
Classification of directors, effect on cumulative voting/
Cumulative voting/
Voting trusts, certificate holders’ right of inspection/
ILLNESS/
IMMUNITIES/
Abrogation, charitable corporations/
Foreign Sovereign Immunities Act, /
Government-owned corporations/
Nonprofit corporations, officers or directors/
IMPAIRMENT OF OBLIGATION OF CONTRACT/
See also Amendment or Repeal of Articles of Incorporation Constitutionality of statute imposing
liability on shareholders/
Foreign corporations protection/
taxation/
Majority shareholders, power to impair/
Penal statute/
Preferred stock/
Shareholders’ liability, statutory provisions/
Standing to sue/
State regulation of corporations/
accepting benefits of amendment/
constitutional law/
contracts in contravention of/
state’s power to amend/
forfeitures/
liquidation preferences/
state’s reserved power/
IMPLIED CONTRACTS/
See Contracts; Salaries and Other Compensation; Subscriptions to Stock; Ultra Vires/
IMPLIED WARRANTIES/
IMPORT-EXPORT CLAUSE/
Constitutional law/
IMPORTS/
See Taxation (State)/
IMPROVEMENT/
CORPORATIONS/
See Public Improvement Corporations/
INADEQUATE CAPITALIZATION/
See Capital/
INCAPACITY/
INCOME BONDS/
INCOME TAXES/
See Taxation (Federal); Taxation (State)/
Commerce clause/
Constitutional issues/
Corporate income and losses/
Corporate income tax rates/
Corporate losses/
Dividends/
Double taxation/
Excise vs property tax/
Gross receipts/
State/
generally/
apportionment/
computation and rates/
constitutional issues/
dividends/
gross receipts/
nexus/
S corporations/
unitary businesses/
Unitary businesses/
INCOMPETENTS/
Shareholders, duty of corporation to transfer stock/
Transfer of stock to incompetent, liability of transferor/
INCORPORATION/
See also Corporate Existence;/
Corporations By Estoppel; De Facto Corporations; De Jure Corporations; Incorporation Under
General Laws; Incorporation Under Special Acts; Incorporators; Preincorporation Contracts
Acceptance/
Agreement, necessity/
Charter/
Churches/
Close corporations/
Constitutional law/
purposes of incorporation limitations/
special acts or charters, -, , /
Contract, necessity/
Corporate existence, statement in incorporation papers as fixing commencement date/
Defective incorporation, personal liability/
Defects/
Definition/
Directors, liability, -/
Federal, /
Fees/
Fraud inducing incorporation/
Fraud in procuring incorporation, effect of corporate existence/
History/
Legality, bylaws as unreasonable/
Organization distinguished from incorporation/
Procedures, ,/
Revocation/
Waiver of defects/
INCORPORATION OF PARTNERSHIPS AND ASSOCIATIONS/
Generally/
Acquiescence/
Agreement to incorporate/
Arbitration awards, liability under or enforcement/
Assets and property acquisition/
bequest to association, effect of subsequent incorporation/
conveyance to association before incorporation/
devise to association before incorporation/
fraudulent transfer/
necessity, mode, and conditions of formal transfer/
title, estate, or interest acquired by corporation/
transfer/
Association required to act, /
claims of predecessor, rights of corporation/
Committee, reference/
Conditions imposed by contracts or agreements/
Consent of members/
Contracts/
incorporate/
parties/
Contracts of partnership or association/
assumption by express agreement/
corporate liability/
implied assumption/
partners’ or members’ liability/
Creditors/
notice or knowledge of incorporation, liability of partners and members/
priorities of creditors/
rights and obligations/
Debts of partnership or association agreement to assume/
creditors’ notice or knowledge of incorporation/
enforcement of assumed liability/
express assumption/
implied assumption/
mechanics’ liens/
partners’ or members’ liability/
running accounts, liability/
statute of frauds as affecting liability/
Dissolution of partnership or association/
Effect of incorporation/
Estoppel to object/
Fraud in sales, transfers or conveyances/
Joint venture, use of corporation as instrumentality/
Legality of proceeding/
Majority, powers/
Mechanic’s lien of partnership or association, liability/
Members/
liability on contracts, debts and obligations/
powers/
rights and liabilities inter se or against corporation/
Merger of partnership or association/
Objecting members, rights/
Organization, procedure/
Partners/
liability on contracts, debts and obligations/
rights and liabilities inter se or against corporation/
Partnership, use of corporation as instrumentality/
Power to incorporate/
Procedure/
Property, scope of transfer/
Ratification/
Resolution to incorporate/
Rights/
Right to incorporate/
Statutory authority/
Third persons, rights and obligations/
INCORPORATION UNDER GENERAL LAWS/
See also Articles or Certificate of Incorporation; Incorporators; Corporate Existence Agreement,
necessity/
Amendment of defects/
Charter of corporation/
Close corporations/
Compliance/
Conditions subsequent/
Contract, necessity/
Curing defects/
Defects/
Directory provisions/
Fraud/
General requisites/
History/
Noncompliance/
Procedures/
Special act distinguished from general laws/
Substantial compliance/
Voting requirements/
Waiver of defects/
INCORPORATION UNDER SPECIAL ACTS/
See also Articles or Certificate of Incorporation/
Acts constituting, -/
Amendment of articles of incorporation/
corporate powers or privileges/
acceptance/
conditions/
directors/
effect/
evidence/
finality/
formalities/
incorporators/
mode/
officers/
place/
presumptions/
proof/
sufficiency/
time/
amendment/
Conditions/
Constitutional prohibitions, -/
retroactive/
Corporate existence, extension/
Corporate powers or privileges/
amendment of articles of incorporation/
Curing defects/
Defects, /
Franchises/
Fundamental changes/
General laws distinguished from special act/
History/
Judicial review/
Name of corporation, change/
Qualified corporations/
Retroactive constitutional prohibition/
Special franchises/
Validating defects/
Voting requirements/
Waiver of defects/
INCORPORATORS/
See also Incorporation Age requirements/
recitals/
Citizenship/
Corporations/
Deficient number or qualifications/
Definition/
Fraudulent or deceitful representations/
action by corporation torts/
representations to incorporators/
Government-owned corporations/
Infants/
Interest in corporation/
Lack of qualifications/
Legal competence/
Liabilities/
Married women/
Meetings/
conduct/
location/
notice/
estoppel to urge failure/
failure to give notice/
purposes and objects/
ratification where notice is not given/
waiver/
organization/
postponement/
proxies, use by incorporators/
timing/
Minimum age requirements/
Minors/
Model Business Corporation Acts, liabilities/
Model Nonprofit Corporation Act, number/
Necessity/
Nonprofit corporations membership status/
number/
Number/
deficient/
Office/
Organization, -/
duties/
Powers/
Professional service corporations/
Promoters distinguished/
Qualifications/
deficient/
recitals, articles or certificate of incorporation/
Recitals in incorporation papers, /
Requirements/
residence/
Revocation of authority/
Securities statutes, exemptions/
Special acts acceptance/
State banks/
Status/
Stock issued to as exempt from securities statutes/
Subscribers/
necessity/
Subscriptions/
authority to receive/
damages, remedies against incorporators/
mandamus, remedies against incorporators/
payments/
remedies against incorporators/
termination of authority/
Termination of authority/
INCORPOREAL PROPERTY/
See Stock/
INCREASE OF CORPORATE INDEBTEDNESS/
See Shareholders/
INCREASE OF STOCK/
See also Watered Stock Amendment of charter or articles of incorporation, /
Approval/
Authority/
Authorization, /
Consent/
governmental regulatory bodies/
shareholders/
Directors, powers/
Estoppel, unauthorized or irregular increase/
Fees/
Governmental regulatory bodies, approval of/
Informalities or irregularities, /
Liabilities attached to newly issued stock/
rights and remedies/
Mode and procedure/
National banks, /
shareholders’ consent, percentage necessary/
Necessity/
Overissue, -/
Power to make/
Preferred shareholders, rights/
Procedure/
Public service commission, approval of/
Ratification of unauthorized or irregular increase/
Reservation of power, amendment or repeal of articles of incorporation/
Resolutions/
Rights attached to newly issued stock/
Sales of newly issued stock/
Shareholders/
consent and approval/
direct actions/
preemptive rights/
accrual of rights/
actions to enforce/
authorized but unissued stock/
bonuses, employee stock purchase plans/
conditions/
convertible securities/
cross claim rights/
damages for denial/
derivative actions to enforce/
devolution of right/
discharge of debt as/
consideration/
employee stock options or bonuses/
enforcement of rights/
exceptions/
individual actions to enforce/
injunctive relief/
liabilities/
loss of right/
mergers, effect/
options, employee stock/
purchase plans/
persons entitled to exercise rights/
preferred stock/
property as consideration/
remedies of shareholder/
rescission/
rights attached to newly issued stock/
services as consideration for new stock, effect/
status as shareholder, necessity/
terms/
time allowed for exercise, /
transfer of right/
treasury stock/
unissued stock/
waiver of right/
subscribers as shareholders/
Unauthorized, -/
Voting by shareholders/
Waiver of irregularities/
INDEMNIFICATION/
See also Fidelity Bonds; Indemnification of Directors and Officers Destruction of stock certificates,
indemnification as condition to reissuance/
Directors, for litigation expenses/
Loss of stock certificates/
indemnification as condition to reissuance/
Subscriptions to stock, provision in agreement/
Underwriters/
INDEMNIFICATION OF/
DIRECTORS AND OFFICERS/
Bylaw provisions/
Directors, litigation expenses/
Federal securities laws/
Golden parachutes/
Insurance/
Officers, directors, employees and agents, , -/
Purpose/
Security act liability/
Shareholders’ derivative proceedings/
Statutory provisions, /
Waiver/
INDEMNITY/
See also Bankruptcy; Fidelity Bonds Appointment of receiver as affected by offer to provide/
Bankruptcy Code, contingent indemnity claims/
Bond as creating estoppel to deny corporate existence/
Clause, reimbursement/
Contracts/
construction/
purchase of stock/
Destruction of stock certificates/
indemnity as condition to reissuance/
Directors in shareholders’ derivative suits, -/
Loss of stock certificates, indemnity as condition to reissuance/
Officers/
Powers, secretary of corporation/
Purchases of stock/
INDENTURES/
Acceleration clauses/
Immunity clauses/
trustees’ duties at foreclosure sale/
Possession, clauses/
Trustees/
failure to preserve and protect security clauses/
liability, -/
clauses concerning/
Trust Indenture Act/
INDEPENDENT CONTRACTORS/
Inherently dangerous activities, liability for actions/
Negligence, corporate liability/
Service of process, employment by foreign corporation/
Tort liability/
INDIANA/
Amendment of repeal of articles of incorporation, voting rights/
INDICTMENTS/
See also Crimes and Criminal Law Allegations, estopping to deny corporate existence/
Criminal conspiracy, antitrust law/
Prosecutions of corporations/
institution of proceedings/
INDIVIDUAL ACTIONS/
See Shareholders’ Direct Actions/
INDORSEMENTS/
See Bonds, Debentures, Coupons and Certificates; Checks; Negotiable Instruments; Promissory
Notes; Transfers of Stock/
INDUSTRIAL BUSINESS/
See Industrial Corporations/
INDUSTRIAL CORPORATIONS/
Purposes/
INFANTS/
See Minors/
INFORMATION/
See Confidential or Inside Information/
INFRINGEMENT/
See Copyright; Patents; Trademarks/
INHABITANT/
Corporation for jurisdictional purposes/
corporations principal place of business/
state where corporation created/
Place of business/
Venue, federal statutes, /
INJUNCTIONS/
See also Antitrust Laws; Bankruptcy; Merger and Consolidation; Names/
Abstract rights/
Accounts, use or disclosure/
Adequacy of remedy of law/
Amendment or repeal of articles of incorporation or charter proceedings enjoined/
Amendments of decrees or orders/
Anti-Injunction Act/
Availability of remedy/
Balancing equities/
Blue sky laws/
Bondholders/
Bond requirements/
preliminary injunctions/
providing as creating estoppel to deny corporate existence/
Capacity to sue or defend/
Changed circumstances, basis for amendments or modifications of orders/
Character of remedy/
Clear right as essential/
Common directors or officers, contracts/
Condemnation, cease actions/
Confidential information, use or disclosure/
Consideration of conveniences/
Consolidations of corporations/
Constitutional rights of corporation, protection/
Contempt for violating/
availability of appeal/
indirect violations/
Contracts/
common directors or officers/
stock sales/
Cooperative marketing association agreements/
Corporate franchises, protection/
Corporations/
Criminal acts/
Customer lists or accounts, use or disclosure/
Damage or injury, character of/
Decrees or orders/
amendments/
employees and servants as bound/
modifications/
officers and agents as bound/
operation/
persons bound/
De facto corporation/
condemnation proceedings, /
want of power to condemn as available in injunction suit/
Defendants/
Dissolutions/
Elections/
Eminent domain proceedings, /
Equities as essential/
Estoppel to deny corporate existence, effect of decree/
Existence of legal remedy, effect/
Extraordinary remedy/
Federal courts/
Anti-Injunction Act/
persons bound by decree or order/
Federal Deposit Insurance Corporation, right of injunctive relief/
Ferries, protection of franchise/
Fictitious transfers of stock, attempt to evade voting restrictions/
Foreclosure of mortgages, -/
conducting business with license/
prosecution of actions in foreign jurisdiction/
Forfeiture and sale of stock/
Franchises/
obligations, failure to fulfill/
protection/
Grounds/
Illegal acts/
another corporation’s rights to enjoin/
private person’s right to enjoin/
restrain/
Inconveniences, consideration/
Injury to defendant or others as/
affecting granting of relief/
Inside information, use or disclosure/
Interlocking directorates, contracts/
Interlocutory injunctions/
Internal affairs of corporation/
cause of action/
consolidations/
dissolutions/
illegal or unconscientious execution of powers/
mergers/
Irreparable injury/
Issuance of stock/
illegal or unauthorized issuance/
inadequacy of consideration as grounds/
Legal remedy, effect of existence/
Likelihood of success on merits, prerequisite to grant of preliminary injunction/
Maintenance of status quo, preliminary injunctions/
cause of action/
consolidations/
dissolutions/
mergers/
Mandatory injunctions/
shareholders’ meetings, compelling/
Meetings/
compelling/
fictitious transfers of stock, attempt to evade voting restrictions/
Membership corporations, expulsion of member/
Mergers/
Misapplication of funds/
Misdemeanors, prevent acts/
Modifications of injunctions/
name protection/
Monopolies/
Multiplicity of suits/
Names/
change, prevention/
protection/
National banks, injunctions against/
Nominal rights/
Noncompetition covenants, enforcement/
Notice of order, effect/
Parent and subsidiary corporations, each bound by order enjoining other/
Pledged stock, injunction against sale or disposition/
Pooling agreements, enforcement/
Preemptive rights of shareholders, enforcement/
Preliminary injunctions/
Production of books and records/
Promoters’ fraud/
Public policy, acts violating/
Quo warranto, remedy to try title to office/
Receivers/
appointment, incidental power and authority of court/
national bank receivers/
Removal of railroad shops/
Reorganizations/
Right or title in plaintiff as essential/
Salaries and other compensation, recovery from officers/
Sales of stock/
liens on stock as grounds/
pledged stock/
Securities laws, federal/
Shareholders/
agreements, enforcement/
defendants, necessity of naming/
derivative actions/
internal corporate affairs/
meetings, compelling/
enforcement by enjoining withdrawal of deposit in bank/
injunction against enforcement/
injunction pendente lite/
preemptive rights, enforcement/
Staying proceedings in state court/
Stock sales/
pledged stock/
Subscriptions to stock, breach of conditions subsequent/
Subsidiary corporations, bound by order enjoining parent/
Substantial injury/
Tender offers/
Theoretical rights/
Trade secrets, use or disclosure/
Transfers of stock/
Ultra vires acts, -/
lease, interference with possession/
minority shareholders, right to enjoin, -/
Unauthorized issuance of stock/
Unclean hands/
Unlawful combinations/
Vexatious litigation/
Voting agreements, enforcement/
Voting of stock/
dissolved corporations, enjoining/
Voting trusts/
attacks on validity of agreements/
Watered stock as grounds/
INNKEEPERS/
See Torts/
IN PARI DELICTO/
INSANE PERSONS/
See also Subscriptions to Stock Contracts for sale or purchase of stock/
Stock sales and purchases/
INSIDER TRADING/
See also Confidential or Inside Information/
Actions to recover profits federal securities acts/
Attorneys’ fees, recovery costs of litigation, recovery/
Beneficial owners of securities/
Common law, shareholder actions/
Damages/
Derivative securities/
Directors/
fraudulent securities transactions/
Disgorgement of profits, /
Duty to disclose information/
Employee benefit plans/
actions to recover profits/
shareholders/
Fraud/
Fraud in sales or purchases/
damages/
private right of action/
scienter/
Gifts of stock/
civil money penalties/
Insider Trading Sanctions Act of /
Material nondisclosures/
Merger transactions/
Officers/
Rule e-/
Section (b) and Rule b-/
liability/
short swing trading/
standing to sue/
Short swing sales or purchases/
attorneys’ fees, recovery/
beneficial owners of securities/
costs, recovery/
derivative securities/
director liability/
employee benefit plans/
gifts of stock/
officer liability/
purchases subject to regulation/
purpose of regulation/
remedies/
sales subject to regulation/
shareholders derivative actions/
stock options/
time limitations/
Short-swing sales or purchases/
Stock/
gifts and bequests/
options/
voting trusts/
Tippees/
INSIDER TRADING SANCTIONS ACT OF /
Civil money penalties/
INSOLVENCY/
See also Assignment for Benefit of Creditors; Bankruptcy; Fraudulent Conveyances; Preference of
Creditors Generally; Preference of Bank Creditors; Receivers; Shareholders’ Constitutional,
Statutory or Charter Liability to Creditors; Trust Fund Doctrine Accounting for profits, directors or
officers/
Actions by and against insolvent corporations/
Acts of bankruptcy/
Assets of corporation, payment and distribution, -/
Assignments/
Attachment/
effect upon right/
grounds/
Balance sheet definition/
Bankruptcy code, /
Bankruptcy rule, marshalling assets/
Banks/
criminal liability of directors or officers/
definition/
depositors, effect of insolvency/
FDIC, priority to claims/
FDIC as receiver/
powers/
final settlements/
governing law/
insolvency, distinction/
knowledge of bank directors or officers, , , /
loan participants, setoffs/
presumptions of insolvency/
provisional settlements/
receipt of deposits by, evidence/
receiving deposits after insolvency, liability of officers or directors, /
setoffs of deposits as trustee, , /
Burden of proof/
Cessation of business, inference of insolvency/
Chancery rule, marshalling assets/
Claims provable/
Conflicts of interest transactions, directors or officers/
Contracts for stock purchases, rescission/
Counterclaims, agents holding money for corporation/
Creditor entitled to payment/
Creditors’ bills, rendering unnecessary judgment and execution prior to maintenance of action/
Creditors’ committees/
Crimes and criminal liability, bank directors or officers/
Dealings of directors or officers with corporation/
Definition/
Directors, duties and liabilities accounting for profits/
care owed to creditors/
vicinity of insolvency/
zone of insolvency/
insolvency as defense in actions against directors/
Direct sale of property being administered/
Discharge of corporation/
Dissolution of corporation cause/
grounds/
abandonment or nonuser/
national banks, Comptroller of the Currency/
Distribution of assets, -/
preferred shareholders, priority/
Dividends, /
time for determining solvency/
Enforcement of shareholders’ liability for unpaid subscriptions, defense/
Evidence, -/
Execution, effect upon right/
Extraterritorial force of insolvency laws/
Federal courts, effect of exclusive jurisdiction upon state receivership proceedings/
powers as receiver/
Garnishment, effect upon right/
Governing law/
Grounds for refusing/
Inference of insolvency/
Insurance companies, setoff/
Knowledge/
transferor, liability of shareholder/
Marshalling assets/
Minority shareholders derivative actions/
Mortgagor’s insolvency and default/
National Bank Act/
Notice/
Officers, duties and liabilities accounting for profits/
insolvency as defense in actions against officers/
purchases/
Pledgor of stock/
Power over assets/
Preferred shareholders, priority/
Presumption/
solvency/
Priorities and payment of claims preferred shareholders/
state laws, conflict/
United States, tax liens/
Profits by directors or officers/
Provable claims/
Purchase of own stock, insolvent company/
Purchases of stock, effect of insolvency/
Ratable distribution of assets among creditors/
Receivers/
attorney for receiver, compensation and fees/
banks, creditor’s right to bring independent action/
expenses of administration/
Redemption agreements/
Sale of all assets/
Sale of property being administered/
Sales of stock, effect of insolvency/
Setoffs/
agents holding money for corporation/
Bankruptcy Code provisions, , , -/
banks, /
deposits held as trustee/
governing law/
judicial recognition of/
insolvency, necessity/
mutuality/
possessory lien, nature of right/
receivership as affecting right of setting off deposits/
state, right to setoff against/
waiver of right/
compromise and settlement, destruction of right/
contractual right/
debt to bank, -/
denial of setoff/
equitable right/
filing of claim, failure/
future debts/
governing law/
maturity requirement/
mutual debts/
mutuality requirement/
officers of corporation profiting by setoff/
preference/
principal debtor’s solvency, indorser’s right to setoff/
public funds held by bank, setoff against debt of public official/
receiver, debt to distinguished/
reorganization agreement, effect on setoff/
shareholders/
statutory provisions, , , /
surety, setoff of liabilities/
time of acquisition of claim/
time of insolvency governing right to setoff/
trustees right to setoff against trust account/
Shareholders/
derivative actions/
liability/
condition precedent to enforcement/
subscriptions/
Sufficiency of evidence/
Tort actions as property/
United States, priority status as creditor, -/
Voting rights/
receiver for foreign corporation/
Weight of evidence/
INSPECTION OF BOOKS AND RECORDS/
Abstracts, right to make/
Abuse of right/
Account books/
Attorney work sheets/
Bad faith as defense for refusal/
Bankrupt corporations/
Banks/
Basis/
Books and records of subsidiary corporations/
Books and records subject to inspection, extent/
Books outside of state/
Building and loan associations/
Bylaws/
provisions, , , /
purpose or right for inspection/
restricting statutory rights of shareholders/
Cemetery corporations/
Certificate of inspection/
Charter regulations/
Close corporations/
Common law/
absolute or conditional right/
nonstock members/
persons entitled to inspection/
right at common law/
statutory provisions enlarging or restricting/
Conditions/
Condominiums/
Confidential communications/
Confidential internal investigation documents/
Constitutional provisions/
Contracts/
Controlled corporations/
Conversion of form/
Cooperatives/
Copies, right to make/
Corporations subject to inspection, -/
Correspondence/
Damages for refusal/
Defenses for refusal/
Demand/
Directors/
liability for failure to inspect/
Discovery rules/
rules distinguished/
shareholders’ derivative action/
Dissolved corporations/
Documents/
confidential communications/
trade secrets/
Domestic corporations/
Embarrassment as defense for refusal/
Enforcement appeals/
burden of proof/
Enforcement of right/
Entitlement to right, voting trust certificate holders/
Excuses for refusal/
Executive compensation information as purpose or object/
Existence of dispute or controversy/
Extracts, right to make/
Federal courts/
Fifth Amendment privilege/
Financial records/
‘‘Fishing’’ expeditions/
Form/
Hardship as defense for refusal/
Inconvenience as defense for refusal/
Injunctive relief, , /
Insolvent corporations/
Internal investigation documents/
Interrogatories/
Interstate corporations/
IRS summons/
Justification for refusal/
Ledgers/
Liquidation/
Mailing lists/
Mandamus to enforce right/
appeals/
burden of proof/
costs and expenses of writ/
discretion in awarding relief/
jurisdiction/
jury trial/
nature of proceedings/
parties/
pleadings/
propriety of remedy/
summary judgment/
venue/
Memoranda, right to make/
Mining companies/
Minutes/
Misuse of right/
Model Business Corporation Act (), /
National banks/
Nature/
Negligent inspection, directors or officers/
Nonobjecting beneficial owner lists/
Nonstock members, , /
Officers, liability for failure to inspect/
Penalties for refusal/
Persons entitled to inspection accountants/
agents/
assistants to shareholders/
attorneys/
business competitors/
colorable holding of stock/
common law/
creditors/
directors/
equitable owners of stock/
experts/
insurance company policyholders or shareholders/
members of nonprofit corporations/
minimum percentage stock ownership/
nominal holding of stock/
nonstock members/
personal representatives of/
deceased shareholders, /
personal right/
persons outside corporation/
pledgors and pledgees of shares/
prospective purchaser of stock/
public agencies/
public officers/
shareholder in competing business/
shareholders/
spouses of shareholders/
stenographers assisting shareholders/
strangers/
third persons/
voting trust certificate holders, /
Place of inspection/
Pledgors and pledgees of shares/
Preliminary profit and loss statements/
Privilege against self-incrimination/
Protection of trade secrets/
Proxies, solicitation/
Public records/
Purpose or motive/
advertising lists/
aiding competitors/
annoyance/
assumption as to propriety/
bringing or defending suit/
burden of proof/
business prospects/
business secrets/
bylaws/
common-law rules/
control of corporation/
curiosity/
demand for inspection/
dividends, propriety/
economic risks of doing business with foreign corporations/
executive compensation information/
good faith/
harassment of management/
improper purposes/
information to competitor/
investigation of corporate affairs and management/
investments/
labor relations, communications/
mailing lists/
pecuniary gain/
primary purpose/
proxies, solicitation/
receivership, advisability/
refusal of inspection/
speculation/
stock value, ascertainment/
subsidiaries/
suit, commencement/
ulterior purpose/
unlawful purposes/
valuation of stock/
written statement/
wrongful refusal of pre-suit demand/
Qualifications/
Receiver, appointment of/
Receivership/
Records subject/
Refusal/
damages/
penalties/
ulterior purpose/
Relation to corporation/
Remedies to compel/
Removal of books from state/
Request/
Restrictions/
Right of inspection/
abuse/
common law/
personal right/
scope/
statutory/
Shareholder lists, /
Shareholders/
direct actions/
valuation of stock as purpose/
Shareholders’ derivative action, discovery rules/
State courts, enforcement in/
Statutes of limitations/
common law restrictions/
enlarging or restricting commonlaw rights/
federal regulation/
nonprofit corporation members’ rights/
right conditional on purpose or motive/
shareholder voting list/
voting lists/
Stock ledgers/
Stock registers and transfer books/
Stock transfer books/
Subpoenas duces tecum, /
Subscription lists/
Subsidiaries/
Summaries/
Tax records/
Time of inspection/
Trade secrets/
Work product rules/
Work sheets/
INSTRUCTIONS/
See Jury; Jury Instructions/
INSTRUMENTS/
See Bonds, Debentures, Coupons, and Certificates; Negotiable Instruments; Promissory Notes/
INSURANCE/
See also Fidelity Bonds; Liability Insurance; Powers Antitrust/
Assignment for benefit of creditors, statutory prohibitions/
Charitable corporations, effect of liability insurance/
Corporate bonds, insurance/
Corporate property, power to insure/
Coverage/
golden parachutes/
Directors, officers, agents or employees of corporation, liability insurance/
Doing business in state, /
conditions upon issuance of insurance/
retaliatory statues, constitutionality/
General manager, powers/
Insurable interest/
Liability insurance policies, attachment and garnishment/
Life of corporate officer or employee/
Officers, liability policies for officers/
Power to purchase/
INSURANCE ADJUSTERS/
Powers/
INSURANCE AGENCIES/
INSURANCE AGENTS/
INSURANCE COMPANIES/
See also Bankruptcy; Foreign/
Corporations; Mutual Insurance Companies Agents/
negligence, liability/
notice imputed to company/
Amendment or repeal of article of incorporation/
Antitrust/
Bank stock, purchase/
Beneficial associations distinguished, /
Books and records, inspection by shareholders/
Boycotts, antitrust/
Classification/
business corporation/
Contracts of insurance, form and sufficiency/
Corporate name/
Dividends, computation/
Equal protection/
Fire insurance, garnishments/
Foreign corporations attachment/
authorization to transact business/
doing or transacting business, what constitutes, /
garnishment/
jurisdiction/
revocation of authority to transact business/
service of process/
taxation/
Garnishments/
Holding and conveying real property/
Insolvency/
evidence, revocation of permit to do business/
setoffs/
Insurance company stock, purchase/
Knowledge imputed to company/
Mergers, antitrust/
Nature/
Negligence of agent, liability/
Notice to officers or agents, ,/
Officers, notice or knowledge/
imputed to company, ,/
Policyholders, voting rights/
Powers/
Preference of creditors, shareholders as preferred creditors/
Property insurance, garnishments/
Receivers/
appointment/
funds deposited with state official/
Reinsurance contracts/
Retaliatory statutes/
Revocation of permit to do business, evidence of insolvency/
Taxation/
generally/
foreign insurance companies/
premiums paid to foreign companies/
Title insurance, negligence/
Voting rights of policyholders/
INSURANCE CONTRACTS OR POLICIES/
Attachment/
Construction and interpretation/
Execution/
Garnishment/
claims for loss/
Legal process, subject to seizure/
Life insurance, attachment and garnishment/
INSURANCE REHABILITATOR/
See Receivers/
INTANGIBLE PROPERTY/
See Stock/
INTELLECTUAL PROPERTY/
See Copyright; Patents; Trade Secrets; Trademarks/
INTENT/
Antitrust laws/
Crimes involving, liability of corporation/
Identical names/
Intentional torts, -/
Similar names/
INTEREST/
See also Banks and Banking; Bonds, Debentures, Coupons and Certificates; Subscriptions to Stock
Appraisal value of stock, allowance of interest/
Claims in receivership/
Compensation to officers, recovery by officers/
Conversion/
Coupons, -/
Damages/
Default in payment of mortgage/
Directors, payment as misappropriation/
Dissolution proceedings, priorities and payment of claims/
Dividends/
interest accrued to corporation, inclusion in available profits/
interest owed, deduction from available profits/
payment of interest dividends/
recovery by shareholders/
Mandamus to compel payment/
Officers, payment as misappropriation/
Overdue interest, transfer of bonds/
Pledgee of bonds, rights/
Prejudgment/
Receivership/
Regulation, reserved power to amend or repeal charter, usury/
creditors for unpaid subscriptions/
Tort actions/
Valuation of stock, allowance of interest/
Wraparound mortgages/
INTERLOCKING DIRECTORS OR OFFICERS/
See also Common Directors or Officers/
Antitrust/
INTERLOCUTORY INJUNCTIONS/
See Injunctions/
INTERNAL AFFAIRS DOCTRINE/
Assessments on stock/
Assets, distribution among shareholders/
Bonds, issuance/
Books and records, right to inspect/
Bylaws, construction of provisions/
Charter, construction of provisions/
Choice of law/
corporate choice of law/
Conflict of laws/
corporate law/
Controversies involving internal affairs or management/
De jure status of corporation/
Derivative actions/
Directors/
Dividends/
Federal courts, Erie doctrine, effect/
Forum non conveniens as affecting/
General rule/
Jurisdiction over corporation as affecting application of rules/
Legislative power over foreign corporation/
Limitation on power to regulate/
Officers/
Organization, validity/
Reasons for rule/
Scope of rule/
Shareholders, enforcement of statutory liability/
Shareholders’ actions/
Stock/
Stock option plans/
INTERNAL IMPROVEMENTS/
See Public Improvement Corporations/
INTERNAL REVENUE CODE/
See Taxation (Federal)/
INTERNATIONAL/
CORPORATIONS/
See Antitrust Laws/
INTERNATIONAL SHOE COMPANY CASE Jurisdiction/
Taxation/
INTERNET/
Commerce Clause/
In rem jurisdiction/
Personal jurisdiction, minimum contacts/
Solicitation/
INTERPLEADER/
Dividends, conflicting claimants/
Executions/
service on interpleaded corporation/
Jurisdiction/
Right to file/
Stock, conflicting claimants/
INTERROGATORIES/
Actions by or against corporation/
Business or corporate records/
Corporate parties/
Garnishment proceedings, -/
Jurisdictional issues/
Objections, orders and sanctions/
Shareholder’s derivative actions/
INTERSTATE AIR CARRIERS/
See Taxation (State)/
INTERSTATE BRIDGES/
See Governmental Control/
INTERSTATE COMMERCE/
See also Antitrust Laws;/
Governmental Control; Interstate Commerce Commission; Taxation (State)/
Attachment, interfering with/
Bond sale/
Booking agent companies/
Business reports, collecting information/
Collections of debts or claims/
Common carriers, /
Communications/
Construction work/
Contracts for purchase and sale of/
Correspondence schools/
Defined/
Domestication of foreign corporations, power of state to require/
Electric power companies/
E-mail/
Entertainment/
Execution interfering with/
Express companies/
Factors, sales/
Ferry boat companies/
Fraternal organizations, sales to local groups/
Garnishment, interfering with/
Information services/
Installation/
Insurance/
Interference/
Internet/
Interstate Transportation Act, motor carriers/
Investment activities/
Jurisdiction, /
Leases/
installation, construction, supervision or repair as part of agreement/
movies/
personal property/
Loaning money/
Manufacturing/
Mortgages/
Motor carriers/
Movies/
Negotiable instruments, taking, executing or dealing in/
Original package doctrine, /
Partnerships, foreign corporations, becoming member as doing business in state/
Pipeline companies/
Purchases by foreign corporations/
Radio transmissions/
Railroad companies/
electric power companies/
express companies/
interference/
motor carriers/
pipeline companies/
preemption of state regulations/
railroad companies/
waste disposal/
water transportation/
Repairs/
Sales/
Securities/
Sports/
Statutes voiding contracts of/
nonqualified foreign corporations/
Stock, sales or purchases/
Supervision/
Telecommunications/
Television transmissions/
Theater/
Trading stamps, selling and redeeming/
Traffic contracts/
Transportation of persons or property/
Waste disposal/
Water transportation/
INTERSTATE COMMERCE COMMISSION/
See also Interstate Commerce Bond issue, consent/
Judicial review of orders/
Regulation of corporations/
Replaced by Surface Transportation Board/
Transportation carriers/
INTERSTATE CORPORATIONS/
See Inspection of Books and Records/
INTERSTATE TRANSPORTATION ACT/
Mergers and consolidations, parallel or competing lines/
Motor carriers/
Pipeline companies/
Regulated industries, pipeline companies/
Surface Transportation Board, merger and consolidation/
INTERVENTION/
See also Foreclosure of Mortgages Antitrust actions, shareholders/
Creditors’ bills/
Federal rules of procedure, /
Foreclosure of mortgages bondholders/
scope of inquiry/
claimants to proceeds of foreclosure sale/
defenses, laches/
determination/
hearing/
pleadings/
sales, adjournment/
shareholders right/
standing to attack mortgage/
time for intervention/
trustees/
Foreign corporations appointment/
effect of failure to qualify to do business/
Parties/
Receivers actions/
effect of receivership/
Reorganizations/
Shareholders/
antitrust actions/
bankruptcy proceedings/
compromise of corporate claims/
Shareholders/
derivative actions/
federal rules of procedure/
foreclosure proceedings/
insider trading actions/
procedure/
settlement of corporate claims/
INTOXICATING LIQUORS/
See Liquor/
INVASION OF PRIVACY/
See Torts/
INVENTIONS/
Assignments or contracts, interpretation/
Employees’ rights and interests/
Officers’ rights and interests/
Payments for stock, inventions as consideration/
INVENTORIES/
Decree, foreclosure of mortgages/
INVESTMENT ADVISERS ACT OF /
Generally/
Advisory contracts, prohibition/
Amendments/
Construction/
Fiduciary duties/
First amendment rights/
Fraudulent practices/
Investment advisers, defined/
Private cause of action/
Profit sharing arrangements/
Prohibited contracts/
Purpose/
Registration/
Reports, /
Securities, advice with respect to/
Securities and Exchange Commission, , /
Securities Enforcement Remedies and Penny Stock Reform Act/
Violations/
INVESTMENT COMPANIES/
See also Investment Company Act of ; Investment Trusts Affiliated persons/
defined/
Classification/
Directors’ fiduciary duties/
Dividends, rights as between life tenant and remainder/
Face amount certificate companies/
Investment Company Act of /
Investment trusts/
Management company/
Reports sent to security holders/
Unit investment trusts/
Voting rights/
INVESTMENT COMPANY ACT OF /
Affiliated persons/
compensation, /
defined/
transactions with investment companies/
Amendments/
Annual reports/
Blue sky laws/
Capital gains, distribution/
Classification of investment companies/
Closed-end companies/
Companies subject to act/
Criminal liability/
Diversified companies, mutual funds/
Dividends/
Exclusions and exemptions/
Face amount certificate companies/
Financial statements/
Ineligible persons/
Investment trusts/
Management companies/
classifications/
Mutual funds/
Nondiversified companies/
Nonvoting shares, prohibition/
Open-end companies/
Private actions/
Proxies/
Purpose/
Registration/
Reports sent to security holders/
Securities, investment or ownership of/
Securities Enforcement Remedies and Penny Stock Reform Act of /
Segregated account/
Size of investment companies/
Solicitation of proxies/
Taxation/
Transactions with investment companies/
Unit investment trusts/
Violations/
Voting rights/
Voting trust certificates, public offerings/
INVESTMENT CONTRACTS/
See Blue Sky Laws/
INVESTMENT CORPORATIONS/
See Investment Companies; Investment Company Act of /
INVESTMENTS/
Bank cashiers/
Directors/
liability/
power to make/
Errors of judgment, officers or directors/
Futures contracts, power/
Losses, liability of directors or officers/
Negligence of directors or officers/
Officers/
bank cashiers/
futures contracts/
liability/
INVESTMENT SECURITIES/
Conflict of laws/
Transfers, , , /
Unregistered transfers/
Validity, governing law/
INVESTMENT TRUSTS/
See also Investment Advisers Act of /
Affiliated persons/
Classifications, -/
Definition/
Fraudulent practices/
History/
Investment Advisers Act of /
Investment Company Act of/
Taxation/
IOWA/
Supplementary proceedings, procedure/
IRRIGATION COMPANIES/
Classification public utility/
quasi-public/
ISOLATED ACTS/
Doing business within state, , /
Foreign corporations, service of process, grounds for jurisdiction/
ISSUANCE/
See Bonds, Debentures, Coupons and Certificates; Stock/
ISSUANCE OF STOCK/
See Stock/
JANITOR/
See Notice to Officers and Agents/
JOINDER OF CAUSES OF ACTION/
Directors and officers, actions against, /
Shareholders/
derivative suits/
statutory liability, actions to enforce/
JOINDER OF PARTIES/
See Parties/
JOINT ADVENTURE/
See Joint Ventures/
JOINT AND SEVERAL LIABILITY/
Directors/
torts/
False statements or representations, sales or purchases of stock/
Officers/
torts/
Products liability/
Promoters/
Purchases or sales of stock, fraudulent representations/
Subscribers to stock/
Torts/
JOINT RECEIVERS/
See Receivers/
JOINT STOCK ASSOCIATIONS AND COMPANIES/
See also Cooperative Marketing Associations Actions/
Standing to sue or defend/
JOINT STOCK LAND BANKS/
Liability of shareholders, /
JOINT TENANCY/
Real property/
Stock/
gifts of stock/
JOINT TORTFEASORS/
See Joint and Several Liability; Torts/
JOINT VENTURES/
Antitrust restrictions/
Clayton Act/
Corporation and joint venture as separate entities/
Foreign corporate joint adventurers, transaction of business for/
purposes of qualification statutes/
Incorporation, joint venture as surviving/
Joint and several tort liability/
National Cooperative Research Act of /
Power of corporation to enter/
Promoters/
Sherman Act, per se violations/
Tort liability/
Use of corporation as instrumentality/
JUDGES/
See Questions of Law and Fact; Trials/
JUDGMENT CREDITORS/
Reorganized corporations liability/
JUDGMENTS/
See also Confession of Judgment; Corporation by Estoppel;/
Default/
Accounting, shareholders’ derivative actions/
Action to enforce shareholders’ liability for unpaid subscriptions, defense, assignment of
judgment/
Against corporation/
conclusiveness, actions against directors or officers/
execution against shareholders/
setting aside/
Amendments/
Antitrust actions/
Antitrust laws, criminal prosecutions/
Appointment of receivers, shareholders’ derivative actions/
Arrest of judgment/
Assignability of judgments against shareholders for constitutional liability/
Assignment/
defense, action to enforce/
Attorneys’ fees, lien/
Bondholders, enforcement of judgment/
Cancellation, shareholders’ derivative actions/
Clayton Act/
Close corporations, conclusiveness/
Collateral attack/
Collateral estoppel/
Conclusiveness/
creditors’ bills, underlying judgment/
directors, claims against/
officers, claims against/
officers, /
fines/
Corporate existence affecting judgment/
Corporate officers, removal/
Creditors’ bills/
conclusiveness/
foreign judgment as basis/
impeachment/
prior judgment as prerequisite/
exceptions/
sufficiency, validity and existence of judgment/
Decree in equity/
vacation/
Deficiency judgment, foreclosure of mortgages/
Directors/
judgments against corporation, preclusive effect/
res judicata, -/
decree, effect/
judgment, execution/
suit/
Enforcement/
Estate ownership of stock of/
corporate debtor as affecting/
Execution, issuance of writ/
Final/
bondholders foreclosure/
conclusiveness/
Foreign corporations, actions against corporation/
Foreign judgments, basis of creditors’ bill/
Illegal contracts/
Impeachment, judgment on which creditors’ bill based/
Injunction, shareholders’ derivative actions/
In rem/
Interest/
Intervention by shareholders/
Justice of the peace/
Kinds/
Lien for attorneys’ fees, shareholders’ derivative actions/
compel payment/
Minority shareholders intervention/
Misnomers/
Names of parties/
Objections/
Officers/
judgments against corporation, preclusive effect/
personal liability/
removal, shareholders’ derivative actions/
res judicata, -/
On pleadings/
Parties/
names/
Post-judgment interest/
Privity, conclusiveness/
Quasi in rem/
stay or suspension/
Receivers/
appointment, shareholders’ derivative actions/
claims, -/
order approving account and discharging/
priority/
right to bring proceedings to vacate/
Release of judgments against directors or officers/
Relief available, shareholders’ derivative actions/
Removal of corporate officers/
Rescission, shareholders’ derivative actions/
Res judicata, /
actions against directors or officers, -/
Rules/
Satisfaction/
Setting aside/
offer to do equity/
Shareholders, intervention/
actions to enforce/
another action’s judgment against shareholder as affecting liability/
conclusiveness in action to enforce outside of state/
creditors for unpaid subscriptions/
estate of deceased shareholder, /
judgment against corporation as defense/
judgment as debt/
offer to do equity/
Specific performance, shareholders’ derivative actions/
Statute of limitations, liability of individual owners/
Stay or suspension, quo warranto proceedings/
Summary judgment/
Supplementary proceedings, valid judgment as essential/
Suspension of corporate party, /
Trust declaration, shareholders’ derivative actions/
Vacation/
With or without prejudice/
JUDICIAL CONTROL/
See also Management; Meetings of Shareholders/
JUDICIAL DECISIONS/
Bylaws as binding on third persons/
Extraterritorial force of laws and decisions of state creating corporation, -/
Preferred stock, life tenant and remainder rights/
JUDICIAL NOTICE/
See also Corporate Existence Abbreviations used in corporate names and titles/
Character of business of corporation/
Citizenship of shareholders/
Classes of corporations/
Common business information/
Condemnation of property/
Corporate existence, foreign corporations/
Domestic corporation, status as/
Existence of corporation/
powers and rights/
status/
Historical information/
Insolvency/
Internal affairs of corporations/
Location of facility/
Moral principles/
Names of state officers/
Official records/
Personal knowledge of judge/
Principal office or place of business of corporation/
Principles/
Public bodies and agencies, decisions of/
Public statutes/
Residence of shareholders/
Shareholders, citizenship or residence/
Signatures of state officers/
Special franchises/
State officers, powers/
Succession of corporations/
JUDICIAL REVIEW/
See also Rate Regulations Amendment or repeal of articles of incorporation, reservation of power/
Arbitration awards/
Construction/
Incorporation under special acts, /
Management of corporate affairs/
Proxy solicitation expenses/
Receivers, compensation/
Regulations/
acts of corporation barring relief/
appeals/
authority of regulatory body/
burden of proof/
certiorari/
collateral attack/
discretion of regulating body/
fact questions/
injunctions/
federal courts/
jurisdiction of court/
jurisdiction of regulatory body/
law questions/
modifying orders/
new evidence/
omissions of corporation barring relief/
parties/
power of court to review/
presumptions/
prohibition, writ/
reasonableness of rates/
remedies/
res judicata/
scope of review/
statutory actions/
want of authority of regulatory body/
JUDICIAL SALES/
See also Reorganization Purchases of corporate property directors/
officers/
shareholders/
Redemption of corporate property, minority shareholders, rights and remedies/
Shareholders, purchases of corporate property/
JURISDICTION/
See also Complaints; Equity Jurisdiction; Foreclosure of Mortgages; Garnishment; Pleadings;
Removal of Causes; Service of Process/
Abuse of discretion/
Alien Tort Statute/
Alter ego doctrine/
Ancillary jurisdiction/
Antitrust laws/
international corporations/
objections/
summary judgments/
Appearances, effect/
objections to jurisdiction, /
special appearance rules, /
Appellate court, original jurisdiction/
Arbitration, foreign corporations/
federal courts/
in rem proceedings/
Blue sky laws/
Burden of proof/
Business trusts, actions against trustees/
Certificates of stock, situs/
Challenging/
answers to complaints/
demurrers/
Choice among multiple jurisdictions/
Citizen for jurisdictional purposes, -/
Citizenship, , /
Collusion to confer, shareholders/
Complaints/
Concurrent/
Consent/
Consideration for stock, remedial actions for inadequacy/
Conspiracy theory/
Contract provision/
County or inferior courts/
Courts, conflict between federal and state courts/
Directors/
nonresidents/
removal from office, effect/
Disregard of corporate entity/
collusion to confer/
removal of actions/
Domesticated corporations/
Domicile of corporation/
Due process requirements, in rem proceedings/
Eleemosynary corporations/
Equity/
Estoppel in acquiring/
Evidence/
Execution, proceedings to enforce/
Extraterritorial operation/
Federal courts/
agent of government/
alienage/
ancillary jurisdiction/
citizenship of corporation/
collusion to confer/
conflict of jurisdiction with state courts/
consent as conferring/
subject matter jurisdiction/
domicile of corporation/
federal question/
foreign corporations, /
fraudulent joinder rule/
interpleader proceedings/
pendent state claims/
receivers/
actions by or against/
appointment/
removal of causes/
residence of corporation/
Federal courts, /
Federal Employer’s Liability Act/
/
Federal question, removal, wellpleaded complaint rule/
Alien Tort Statute/
arbitration/
business conducted on the Internet/
Foreseeability requirement, injury in forum/
Fraudulent joinder rule/
Fundamental-fairness standard/
Garnishment proceedings, , /
federal courts/
General jurisdiction/
Inhabitancy of corporation, -/
Injunctions, personal/
In personam/
directors/
electronic commerce/
foreseeability requirement, injury in forum/
historical background/
Internet activity/
purposeful availment rule/
specific jurisdiction/
In rem/
due process requirements, /
Internet activity/
Interpleader proceedings/
Interstate character of business/
Justices of the peace/
Limited courts/
Local actions/
Long-arm statutes/
Loss of jurisdiction/
Minimum contacts standard/
Multiple defendants/
National banks/
Natural persons compared/
Nonresident corporations/
Objections/
appearance, effect/
demurrers/
waiver, /
Officers/
nonresidents/
corporate entities as distinct/
ERISA/
long-arm statutes/
Particular courts/
Patent infringement suits, foreign corporations/
Pendant claims and proceedings/
Person, corporation as/
Personal jurisdiction/
Pleadings, appearance to raise objections, /
Power to grant particular relief/
Preemption of state jurisdiction by federal laws/
Products liability, foreign corporations/
Purposeful availment rule/
Quasi in rem, /
Receivers/
actions by or against, -/
appointment/
Reincorporated corporation/
Removal of causes/
well-pleaded complaint rule/
Removal of officers or directors/
Residence of corporation, -/
Review of regulations/
Sales or purchases of stock, rescission of contracts/
Securities Act of/
Securities fraud, extraterritorial transactions/
choice of law/
collusion to confer diversity jurisdiction/
equity/
Shareholders’ statutory liability, actions to enforce/
Situs of stock/
Specific jurisdiction/
Stock, situs for purposes of jurisdiction/
Stream of commerce theory/
Subject matter/
foreign corporations, /
Alien Tort Statute/
Successor corporations, /
Suspension of corporate party, effect,/
Territorial corporation/
Territorial limitations/
Transfer of jurisdiction/
Transitory actions/
Venue distinguished/
Visitorial powers/
Waiver of objections/
appearance/
Want of jurisdiction/
allegations in answers to complaints/
demurrers/
Watered stock, action to enforce liability/
Writs of prohibition challenging jurisdiction/
JURY TRIALS/
See also Questions of Law and Fact Antitrust laws, actions for damages/
Appraisal proceedings, shareholders/
Contempt proceedings, criminal/
Directors, actions to enforce personal liability/
Disqualification of jurors/
Instructions adequacy/
recovery by officers of compensation/
Officers, actions to enforce personal liability/
Shareholders/
derivative actions/
direct actions/
jurors/
Stock valuation/
Taking case from jury/
Trustees, actions to enforce personal liability/
Valuation of stock/
KANSAS/
General Corporation Code/
KENTUCKY/
Dividends as between life tenant and remainderman/
KINDS OF CORPORATIONS/
KNOWLEDGE/
See also Corporation by Estoppel; Evidence; Notice to Officers and Agents; Notice to Shareholders;
Notices; Ratification; Ultra Vires/
Burden of proof/
Corporate powers, extent/
Crimes involving, liability of corporation/
Notice distinguished/
Presumptions/
Promoters, imputation to corporation/
Proof, methods/
LABOR LAWS COBRA/
Consolidated Omnibus Budget Reconciliation Act/
Discrimination laws/
Equal Pay Act, /
Exempt employees/
Labor-Management Relations Act directors or officers liability/
Minimum wage laws/
Plant closings/
State laws/
Wages/
officers’ and directors’ liability/
Working conditions/
Working conditions, Occupational Safety and Health Act/
LABOR UNIONS/
Antitrust/
Antitrust exemptions/
Strikes/
payoffs to prevent as misappropriation/
LACHES/
See also Reorganization; Subscriptions to Stock/
Actions by and against corporations, defense/
Amendment or repeal of articles of incorporation, challenging/
Bonds, defenses/
Bylaws, raising objections/
Certificates of stock cancellation/
issuance, actions to compel, /
Consolidations/
Contempt/
Coupons, defenses/
Creditors’ bills, defense/
Dividends, actions to compel declaration/
Elections of directors and officers, standing to challenge/
defense in actions against corporation/
Fraud actions/
conveyances of assets by insolvent corporation/
securities transactions/
Knowledge, minority shareholders’ suits/
Meetings of shareholders, objection to defects in notice/
Mergers/
appraisal rights/
Name, protection/
Ownership of voted stock, challenging/
Receivers, proceedings for appointment/
Redemption of pledged stock/
Secret profits, actions to recover from promoter/
Securities fraud/
Shareholders/
defense in action to enforce liability/
dissenting from consolidation/
repudiation of acts of proxy/
suits, -/
appraisal rights/
derivative actions, -/
knowledge/
Stock ownership, delay in challenging/
Ultra vires defense/
LAND COMPANIES/
Manufacturing company stock, purchase/
Powers/
LANHAM ACT/
Arbitrary marks/
Fanciful marks/
Federal registration/
Functionality doctrine/
Infringement of mark/
Natural expansion doctrine/
Registration of corporate name/
Scope of protection/
Source or sponsorship test/
Suggestive marks/
LARCENY/
LAUNDRIES/
See Mechanical Associations and Businesses/
LAY CORPORATIONS/
See Classifications of Corporations; History of Corporations/
LEARNED PROFESSIONS/
See Professional Corporations and Associations/
LEASES/
Abandonment/
Acceptance/
Accounting for profits, directors or officers/
Acts of parties, termination by/
Agents’ authority/
Alienation by owner, restriction on/
All or substantially all corporate property/
directors’ powers/
majority shareholders, powers, /
Antitrust laws, term or duration of lease/
Approval of shareholders/
Arbitration of disputes/
Assessments, liability for/
Assigned to corporations/
Assignment/
Bank cashiers, powers/
Bankruptcy of corporate lessee, effect/
Breach of terms, damages/
CERCLA liability/
Condominiums/
Consent of shareholders/
Consent to assignment or sublease/
Consideration/
Consolidations distinguished/
Construction of lease, -/
Cooperative housing corporations/
Covenants, -/
Damages, breach of contract/
Destruction of premises by fire, duty of landlord/
Directors, powers/
all or substantially all corporate property/
Disposal of lease/
Disregard of corporate entity/
Dissolution of corporations grounds/
lessee, effect of dissolution of/
Duration of lease/
Duties under lease/
Eminent domain/
Equipment/
Equipment leases/
Estoppel to deny execution/
Exculpatory provisions/
railroad leases/
Execution/
promoters, liability of corporation/
Expiration of lease/
Extension of lease/
president’s powers/
leasing as doing business in state/
powers/
Forfeiture clauses/
Formal requisites/
Holding over/
Impairment of obligations/
Implied powers/
Indemnity provisions, railroad leases/
Interests in property included/
Landlord’s duty of repair/
Liabilities, provisions/
Mineral leases, /
Modification/
Officers, powers/
bank cashiers/
Oil and gas/
Payment for stock/
Personal property, lease of property as interstate commerce/
Personal property leases/
Powers under lease/
Power to enter, -/
agents/
all or substantially all corporate property/
bank cashiers/
directors/
express powers/
implied power/
officers/
public utility corporations/
restrictions on corporate power/
sole shareholder/
statutory power/
Preincorporation/
President of corporation, powers, /
Priorities, after-acquired property/
Profits by directors or officers/
Promoters’ execution, liability of corporation/
Property included/
Provisions/
Public service corporations all of property, power to lease/
approval by state authority/
charter powers/
constitutional authority/
essential portion of property, power to lease/
power to enter, -/
statutory power/
all of property, power to lease/
approval by state authority/
charter powers/
constitutional authority/
power to enter, -/
statutory power/
Railroads, -/
all or essential part of property, power to lease/
lessee’s rights and liabilities/
performance of lessor’s public service obligations/
statutory duties/
torts/
lessor’s rights and liabilities/
acts and omissions/
contracts/
torts/
power to enter/
Ratification/
Receivers, obligation to pay rent/
Renewal of lease/
Rent payments/
Repairs/
landlord’s duty/
tenant’s duty/
Rights under lease/
Seal, necessity/
Secured transactions/
Shareholders’ powers consent/
Shares of stock/
Shopping centers/
Signatures/
Statute of frauds/
extension of lease/
Sublease by corporation/
Surrender/
Taxes, liability for/
Tenant’s duty of repair/
Termination/
acts of parties/
expiration of term/
Terms, -/
Ultra vires leases/
appraisal provisions, enforcement/
injunction against interference with lessee’s possession/
renewal agreement, enforcement/
rent, actions to recover/
rescission/
wholly or partly executed/
Uniform Commercial Code Article A/
Use of premises for unauthorized purposes/
Validity/
Water companies, powers to lease property/
LEAVE OF COURT/
Actions against receivers/
LEGAL DISABILITY/
See Infants; Married Women/
LEGAL PROCEEDINGS/
See Actions/
LEGATEES/
Liability to creditors, unpaid subscription to stock/
LEVEE DISTRICTS/
LEVERAGED BUYOUTS/
See also Fraudulent Conveyances/
LEVIES/
See Assessments on Fully-Paid/
Stock; Attachment; Executions; Garnishment/
LIABILITY INSURANCE/
Federal Liability Risk Retention Act/
Power of corporation to purchase, /
LIBEL AND SLANDER/
Banks/
Burden of proof/
Consent, defense/
Corporate liability for libel by officers and agents/
Credit unions/
Criminal liability/
officers/
Damages/
Defenses, libel-proof doctrine/
Defined/
Directors, civil liability/
Exemplary damages/
Federal preemption of claim/
Intracorporate communications, -/
Judicial proceedings, course of proceeding requirement/
Meetings of shareholders, statements at meetings/
Officers/
civil liability/
criminal liability/
Per se/
Privileged communications, /
Publication/
Public figures/
Publicly regulated companies/
Punitive damages/
Shareholders’ meetings, statements at meetings/
Slander/
Slander of title/
LICENSES/
Consolidations/
Criminal liability, engaging in business without license/
Fees/
criminal liability/
dissolution for failure to pay/
payment as condition precedent to maintaining actions or defense/
proof of payment/
admitting to transact business in state/
effect of revocation/
failure to obtain as ground for expulsion/
withdrawal/
service of process/
Mergers/
Officers, powers and liability/
Revocation, use of surname/
Secondary franchise distinguished/
Tax/
capitalization/
double taxation/
Violation of statutory requirement, effect on legality of contracts/
LIENS/
See also Liens on Stock; Merger and Consolidation; Mortgages and Deeds of Trust; Pledges;
Receivers/
Creditors’ bills, attempt to fix/
Equitable/
creditors’ rights, effect of appointment of receiver, -/
statutory liens, rights/
Receivership proceedings effect on lienholders/
priority/
receiver as lien creditor/
Reorganized corporations, binding effect of prior liens/
Sale of property on winding up, effect/
LIENS ON STOCK/
Articles or certificate of incorporation provisions/
Attachment of stock/
Banks/
Bylaw provisions/
Certificates of stock, provisions/
Charter provisions/
Common law/
Contract with shareholders/
Custom/
Debts subject to lien/
Discharge/
Effect of lien/
Enforcement/
attachment of stock/
estoppel/
foreclosure/
refusal to transfer stock on books/
sales of stock/
waiver/
Estoppel to assert/
Extent of lien/
Foreclosure/
Injunctions against stock sales/
National banks/
Notice of stock transfers/
Pledges of stock/
discharge/
extinguishment of lien/
forfeiture of lien/
priority status/
protection/
scope of lien/
Remedies/
attachment of stock/
equity/
estoppel/
foreclosure/
refusal to transfer stock on books/
sales of stock/
waiver/
Sales of stock/
Situs for execution/
Transfers of stock/
notice to corporation/
refusal to transfer on books/
rights of transferee/
Ultra vires transactions/
situs of stock/
Unregistered transfer of stock/
Usage/
Waiver/
pledgee of stock/
LIFE ESTATES/
See Remainder Owners; Stock/
LIFE INSURANCE COMPANIES/
Taxation (federal)/
LIGHT COMPANIES/
See Electric Light and Power Companies; Public Service Corporations; Powers; Public Utilities/
LIMITATION OF ACTIONS/
See also Laches; Shareholders’ Constitutional, Statutory or Charter Liability to Creditors; Statute of
Limitations Acknowledgment as interruption running of statute/
Alter ego doctrine/
Antitrust laws/
prosecution for criminal conspiracy/
Applicability to corporations/
Appraisal rights, shareholders, /
Bank directors or officers, actions to enforce liabilities/
Bankruptcy preferences, avoidance/
Blue sky laws/
civil actions/
Certificates of stock cancellation/
issuance, actions to compel, /
Charter provisions/
Commencement of action, effect/
Conflicts of law/
directors or officers, actions to enforce liabilities/
Coupons, actions/
Creditors’ bills/
Creditors’ suits against shareholders for unpaid subscriptions/
Destruction of stock certificates, actions to compel reissuance/
Directors, actions to enforce liabilities/
common-law liability/
conflicts of law/
disability of party/
domination/
extension of limitations period/
fraud or fraudulent concealment/
limitation of actions, adverse/
domination doctrine/
remedial statutes/
renewal of limitations period/
/
tolling of limitations period/
unlawful dividends/
Discovery rule/
Estoppel to plead/
Failure to make reports, enforcement of liability/
actions against/
actions by/
defenses/
Fraud or fraudulent concealment/
tolling of limitations period, -/
Freeze-out claims/
Judgments, enforcement/
Loss of stock certificates, actions to compel reissuance/
Merger of corporations/
Minority shareholders, -, /
appraisal rights, /
Nationally owned corporations/
New promise as interruption running of statute/
Nonresident corporations/
Officers, actions to enforce liabilities/
conflicts of law/
disability of party/
domination/
extension of limitations period/
fraud or fraudulent concealment/
governing law/
limitation of actions, adverse/
domination doctrine/
penal statutes/
remedial statutes/
renewal of limitations period/
Period of limitation/
Pledges of stock/
sale of stock upon debt default/
Preference of creditors, actions to enforce/
Products liability/
Receivership/
fraud as grounds, -/
Running of limitations period/
directors or officers, actions to enforce liabilities, -/
Salaries of officers and agents/
actions to recover/
Securities laws/
blue sky laws/
Service of process, effect/
Shareholders’ liability, debts/
appraisal rights/
derivative actions, -, /
enforcement of directors’ or officers’ liabilities/
Special statutes/
Squeeze-out claims/
State-owned corporations/
Stock transfers, wrongful, /
Survival statutes, compared/
Suspension of tolling period/
Tolling of limitations period, /
directors or officers, actions to enforce liabilities, -/
Unlawful dividends, actions to recover/
Unpaid subscriptions/
Waiver/
actions on unpaid stock subscriptions/
LIMITATION OF LIABILITY/
Defense to tort liability/
Shareholders in corporation owning ship/
Vessel owner’s liability, /
LIMITED LIABILITY COMPANIES/
Articles or certificate of organization/
acknowledgment/
cancellation/
capital contribution clauses/
certificate of organization, issuance/
correction/
LIMITED LIABILITY/
duration of existence/
effect of filing or issuance/
execution/
filing requirements/
management of company/
managers, names and addresses/
name of company/
organizers, names and addresses/
powers of company/
publication/
revocation/
verification/
Business judgment rule managers/
Charitable purpose/
Close corporations, distinguished/
Corporate characteristics/
Derivative actions/
Existence, commencement/
Formation/
Liabilities/
Limited partnerships, distinguished/
Low-profit limited liability company (LC)/
Members, personal liability as undisclosed agent/
Mergers/
S Corporations, distinguished/
Taxation/
Veil piercing/
membership as security/
LIMITED PARTNERSHIPS/
See Partnerships/
LIQUIDATED DAMAGES/
See Damages/
LIQUIDATING AGENTS/
See Shareholders’ Constitutional, Statutory or Charter Liability To Creditors/
LIQUIDATION/
See Assignment for Benefit of Creditors; Attachment; Bankruptcy; Dissolution of Corporations;
Insolvency; Taxation (Federal) Reincorporation doctrine/
LIQUIDATION TRUSTEES/
See Shareholders’ Liability to Creditors for Unpaid Subscriptions/
LIQUOR/
Sales as purpose of incorporation/
Sherman Act/
State regulation/
LIS PENDENS/
Actions to which applicable/
Constructive trust, action to impress/
Corporate waste/
Specific performance, purchase or sale of realty/
Transfer of stock as affected/
LIST OF CORPORATIONS IN STATE/
See Reports/
LITERARY CORPORATIONS/
Classification/
Purposes/
LITHOGRAPHY/
LITIGATION/
See also Actions; Shareholders’/
Derivative Actions; Shareholders’ Direct Actions/
Derivative actions jurisdiction, internal affairs doctrine/
special injury rule/
Receivers/
Shareholders’ actions jurisdiction, internal affairs doctrine/
special injury rule/
LITIGATION EXPENSES/
See Attorneys’ Fees; Costs;/
Indemnification; Indemnification of Directors and Officers/
LITIGATION INSURANCE/
See Liability Insurance/
LIVESTOCK ASSOCIATIONS/
See Powers/
LOAN COMPANIES/
See also Banks and Banking; Savings and Loan Associations Interstate commerce/
Lending money, powers/
LOANS/
See also Borrowing Money; Pledges of Stock/
Accounting for profits, directors and officers/
Aid to other companies/
Bad loans, liability of directors or officers/
Banks, /
cashier’s powers/
excessive, liability of bank directors or officers/
Constitutional prohibitions and restrictions/
Directors, powers and liabilities, , /
breach of duties/
improper approval, damages/
loans to directors/
loans to officers/
negligence/
Effect of loan/
Liability of directors and officers/
Loan associations, powers/
National banks/
powers/
Nonprofit corporations, loans to/
officers, directors or shareholders/
Officers, powers and liabilities, /
bank cashiers/
breach of duties/
loans by officers/
loans to officers, ,/
negligence/
Payments for stock, loans as consideration/
Powers/
bank cashiers/
directors/
officers/
President, powers/
Profits by officers or directors/
Prohibition/
Ratification/
acceptance or retention of money/
Restrictions/
Savings and loan associations, powers/
Security for payment, directors and officers/
Shareholders/
actions to recover advances/
capital contribution/
characterization/
loans to shareholders/
taxation/
Surplus funds at interest/
Ultra vires defense/
Unauthorized loan/
LOCAL ACTIONS/
Jurisdiction/
subject matter/
Venue/
federal courts/
local and transitory/
waiver of objections, effect/
LOCATION/
See Articles or Certificate of/
Incorporation; Place of Business; Situs/
LOGGING AND LUMBER COMPANIES/
Powers/
LONG-ARM STATUTES/
Analytical approach/
Breach of contract/
Constitutional limitations, -/
Directors as subject to jurisdictional reach/
Due process standards, -/
Enumerated acts/
Extraterritorial service of process/
Federal enclaves, place of transactions/
Foreign corporations entitled to use/
scope and operation of state statutes/
Manufacturing companies/
Military bases, place of transactions/
Minimum contacts/
Nonresidents/
plaintiffs/
Officers as subject to jurisdictional reach/
Persons within statute/
Products liability actions/
Retroactivity/
Service of process/
Uniform Interstate and International Procedure Act/
LOUISIANA/
Business Corporation Law/
place of meetings, outside of state/
Preferences regarding insolvent corporations/
Receivers, grounds for appointment, statutory provisions/
LOW-PROFIT LIMITED/
LIABILITY COMPANY (LC)/
Unincorporated business entities and association/
LUMBER INSPECTORS/
See Logging and Lumber Companies/
MAIL/
Notices, proof/
Service of process or notice of suit/
MAINE/
Meetings of shareholders outside of state/
MAJORITY SHAREHOLDERS/
Accounting to corporation, profits/
Actions in behalf of corporation/
Agent-majority shareholders, contracts/
Agreements as to control of corporation/
Amendment of articles or certificate of incorporation/
fairness to minority shareholders/
fundamental changes or modifications, , -/
nonfundamental changes or modifications/
perfecting amendments/
Articles or certificate of incorporation fairness to minority/
powers/
Assessment of fully paid stock/
Assignment for benefit of creditors/
fairness tests/
Bylaws/
Close corporations, /
disclosure of information to minority shareholders/
Combination of shareholders, control by/
Compensation of directors or officers/
fairness tests/
transactions, ratification/
Consent to corporate acts/
fiduciary duty to minority shareholders/
Contracts/
agent-majority shareholders/
contracts between corporation and majority shareholders/
contracts between corporations and corporate officer/
contracts between corporations/
with same majority shareholders/
impairment of minority/
shareholder’s rights/
officer-majority shareholders/
ratification of contract between corporation and corporate officer/
Control of corporation/
agreements/
fiduciary duties/
sale by majority shareholders/
Control over directors/
Corporate existence, extension/
Corporate property, use by shareholder/
Corporation, control by another/
Defense of directors, officers and employees, payment for/
Directors, payment for defense of/
Dispensing with payment in full for stock/
Dissenting shareholders’ appraisal rights, distribution priority/
Distribution of corporate assets/
Dividend, declaration of/
Donation of corporate property/
Duties/
Employees, payment for defense of/
Excessive compensation of directors or officers/
Fiduciary duties, , /
breach/
Fiduciary duties, /
fairness tests/
close corporations/
control of corporation/
disclosure of information to minority shareholders/
intrinsic fairness test/
mergers/
parent to subsidiary/
sale of controlling interests/
Forms of majority holdings/
Fully paid stock, assessment of/
Gifts of corporate property/
Good faith, control agreements/
Holding companies/
Impairment of minority shareholder’s contract rights/
Individual shareholder as majority shareholder/
Joint and several liability/
Judgments against directors or officers, release/
Lease of corporate property/
Legislative authorization of acts/
Liabilities/
Majority defined/
powers/
Meetings of shareholders, power to call/
Merger of corporation/
Merger transactions, fiduciary duties/
Minority shareholders’ appraisal rights, distribution priority/
Mortgages/
Officer-majority shareholders, contracts/
Officers, payment for defense of/
Oppression of minority, judicial dissolution of corporation/
Parent and subsidiary relationship, /
contracts between parent and subsidiary/
fiduciary duties of parent/
Payment for defense of directors, officers and employees/
Payment in full for stock, dispensing with/
Per capita/
Powers/
Preferred stock, issuance of/
Purchases of stock fiduciary duties/
new issue of stock/
Ratification/
contracts between corporation and corporate officer/
fraudulent or illegal acts/
minority shareholders’ rights and remedies/
rights and remedies of minority shareholders/
ultra vires acts/
Release of judgments against officers or directors/
Rights/
Salaries of directors or officers/
excessive/
Sale of all corporate property/
Sale of controlling interests/
blue sky laws/
federal securities acts/
fiduciary duties/
premium for stock, right to receive/
Sales of stock/
fiduciary duties/
Secret profits/
Shareholders of another corporation, control by/
Standing to sue, direct actions/
Statutory provisions, powers/
Supermajority quorum requirements/
Transfers of corporate property/
Trustees/
Ultra vires, consent of all shareholders as affecting/
Use of corporate property/
Voting rights/
interest as affecting/
Waiver of corporate claims/
MALFEASANCE/
See Shareholders/
MALICE/
Criminal conspiracies, antitrust laws/
Criminal liability/
Inference, malicious prosecution action/
Intentional torts, malicious prosecution/
Interference with business relationships/
Libel actions/
privileged communications effect on action/
Slander of title/
Torts involving conspiracy/
liability/
MALICIOUS PROSECUTION/
Abuse of process, distinguished/
Admissions or declarations, officers or agents/
Liability/
acts of special police officers/
Officer’s or agent’s admissions or declarations/
Punitive damages/
Tort actions/
Venue of actions/
MANAGEMENT/
Agency costs/
Agents, powers/
Authority by which exercised/
Chief executive officers, powers/
Combination to control corporation, validity/
Consent of shareholders to action of directors/
necessity/
Controlling authorities/
Corporate governance movement/
control over actions/
individual directors/
powers/
Executive authority, in whom vested/
Fraternal societies, control/
Holding corporations, control/
Individual shareholders/
Interference with internal management/
officers, control over actions/
sole shareholders/
Managerialism/
Managers, powers/
Market for corporate control/
Maximization of profit, -/
One-person corporation/
Power of court of equity/
Profit maximization, -/
Religious corporations, interference with by courts/
SEC shareholder proposal rule/
Separation of ownership and control/
Shareholder activism/
Shareholder democracy/
Shareholders/
acting or consenting together/
agreement for management of corporate property/
power/
sole shareholder/
Stakeholder input/
Subordinate bodies, powers/
Unanimous action by shareholders/
Voting agreement to control, validity/
MANAGERS/
See also Branch Managers; Salaries and Other Compensation Actions/
corporation by/
powers as to/
Advances, power to make/
Apparent authority/
Arrests, power to make/
Assignments/
Attorneys, employment/
Bank accounts, powers/
Bank cashiers/
Borrowing money/
Brokers, employment/
Burdens of proof, powers or authority/
Chief executive officers, management of corporation/
Classification/
Collection of corporate debt/
Commercial paper, execution/
Contracts of corporation, -/
duration/
employment/
Contracts of corporation, -/
guaranty/
indemnity/
modification/
suretyship/
Debt collection, powers/
Dedications of corporate property/
Definition/
Department/
Duties/
Employment contracts, powers/
attorneys/
brokers/
injury compensation/
purchasing agents/
real estate brokers/
sales representatives/
Estoppel to question powers/
Futures contracts/
General managers/
actions, powers as to/
employee status/
Guaranty contracts/
Implied powers/
Indemnity contracts/
Individual acts/
Institution of lawsuits/
Insurance, powers/
Investments, futures/
Kinds/
Knowledge imputed to corporation, /
Leases, powers/
Legal proceedings/
Liability/
acts of co-officers or subordinate employees/
Licensing powers/
Loans of corporation/
Management of corporation, powers/
Modification of contracts/
Mortgages/
Negotiable instruments accommodation party/
execution/
indorsement/
Nontrading corporations/
Notice imputed to corporation, /
Officers of corporation/
Payments, power to make or accept/
Pledges/
Powers/
advances, power to make/
agency principles/
apparent/
arrests, power to make/
assignments/
bank accounts/
borrowing money/
brokers, employment/
burden of proof/
collection of corporate debt/
commercial paper, execution/
contracts of corporation, -/
debt collection/
dedications of corporate property/
directors’ management powers, effect/
estoppel to question/
futures contracts/
guaranty contracts/
implied/
insurance/
leases/
legal proceedings/
licensing/
loans of corporation/
modification of contracts/
mortgages/
payments, power to make or accept/
pledges/
presumptions/
promissory notes, execution/
purchases/
purchasing agents, employment/
ratification/
refunds, power to issue/
release of claims/
rewards/
sales representatives, employment/
scope/
statute of limitations, waiver/
stock purchases or sales/
title as factor/
Purchases/
corporate property/
stock/
Purchasing agents, employment/
Ratification/
acts of manager/
power or authority to ratify, /
Refunds, power to issue/
Release of claims/
Rewards/
Sales of corporate property/
personal property/
real property/
Sales representatives, employment/
Signatures to corporate instruments/
Statute of limitations, waiver/
Stock purchases or sales/
Superintendents, employment/
Suretyship contracts/
Trading corporations/
MANDAMUS/
Absence of legal remedies/
Amendment of charter, mandamus to compel acceptance and filing/
Amendment of pleadings/
Answers/
Appeals/
Assessment, compelling enforcement/
Association membership, compelling restoration/
Associations, as subject to/
Audits/
Availability against public service corporations/
Books and records/
compelling inspection/
compelling return to corporation/
remedy/
Burden of proof/
Calling corporate meetings and elections/
Calls, compelling enforcement/
Canal companies, compelling performance of duties/
Claim for relief/
Contract duties, compelling performance/
Corporate membership, compelling restoration/
Costs/
recovery/
Dams, compelling proper operation/
Defenses/
Demand to act as condition/
Demurrer to petition or writ/
Due process/
Elections/
compelling calling and holding/
standing to challenge, directors and officers/
Electric companies, compelling performance of duties/
Equitable remedy/
Extension of charter/
Federal courts, removal/
Ferry companies, compelling performance of duties/
jurisdiction/
standing to sue/
Fraternal association membership, compelling restoration/
Gas companies, compelling performance of duties/
appeal/
burden of proof/
costs and expenses of writ/
discretion in awarding relief/
enforcement of right/
jurisdiction/
nature of proceeding/
parties/
summary judgment/
venue/
Interest, compelling payment/
Intervention/
Irrigation companies, compelling performance of duties/
Joinder of parties/
Judgments/
compelling enforcement/
Jurisdiction of proceedings/
Laches/
Mandatory injunctions, relationship/
Meetings of shareholders, compelling calling and holding/
Membership corporations, restoration as member/
Nature of remedy/
Nonprofit corporation, as subject to/
Nonprofit corporations, restoration of membership/
Orders/
Package delivery companies, compelling performance of duties/
Parties/
Pendency of another action/
Petitioners/
Pleadings/
Private persons, petitioners/
Procedure/
Public officers, petitioners/
Public service corporations, availability/
Purpose of remedy/
Quo warranto/
Railroads, compelling performance of duties/
Redemption of stock, compelling enforcement/
Regulatory boards, compelling compliance with orders/
Reinstatement in office, compelling enforcement, /
Removal of cause to federal court/
Reports, filing of/
Request to act as condition/
Return/
Society membership, compelling restoration/
Standing to seek writ/
Stock certificates/
compelling issuance/
compelling transfer/
Stock exchange membership, compelling restoration/
Street railroads, compelling performance of duties/
Taxes, compelling payment/
Telephone companies, compelling performance of duties/
Title to corporate office, proceedings to determine/
To compel compensation/
Trade union membership, compelling restoration/
Transfer of stock, /
Transportation companies, compelling performance of duties/
Unincorporated association, as subject to/
Urban transit companies, compelling performance of duties/
Utility companies, compelling performance of duties/
Verification of petition/
Water companies, compelling performance of duties/
Watered stock, issuance/
MANSLAUGHTER/
MANUFACTURING COMPANIES/
Taxation generally/
MANUFACTURING/
CORPORATIONS/
Actions as doing business within state/
MANUFACTURING/
Banking company stock, purchase/
Bottling companies/
Classification/
Companies/
Definition/
Electric companies/
Gas companies/
Ice companies/
Light companies/
Manufacturing company, purchase/
Mining companies/
Oil companies/
Out-of-state manufacturers, jurisdiction and service of process/
Power companies/
Printing companies/
Publishing companies/
Purposes/
Slaughterhouses/
Vessel construction and repair/
Water companies/
MARITAL PROPERTY/
Dividends/
Pledged stock/
Stock/
pledges/
valuation in divorce proceedings/
MARRIED WOMEN/
See also Husband and Wife Incorporators/
Liability to creditors for unpaid subscriptions to stock/
Transfer of stock/
MARSHALING ASSETS/
See Insolvency/
MARYLAND/
Voting trusts/
trustees, qualification/
MASSACHUSETTS/
Proxies/
Voting/
proxies/
trusts, /
MASTERS IN CHANCERY/
Claims in receivership proceedings, reference/
MCCARRAN ACT/
Taxation of insurance companies/
MEASURE OF DAMAGES/
See Damages/
MEAT PACKING/
MECHANICAL ASSOCIATIONS OR BUSINESSES/
Laundries/
Purposes/
MECHANIC’S LIEN/
Corporation succeeding partnership or association, liability/
Estoppel to deny corporate existence after filing of claim/
Foreign corporation not qualified to do business, validity and enforceability of lien/
Priorities claims/
statutory construction/
MEDIATION/
Alternative dispute resolution/
MEDICINE/
See Practice of Medicine and Dentistry; Professional Corporations and Associations/
MEETINGS/
See also Executive Committees Articles or certificate of incorporation/
Bondholders/
Bylaws regulating/
Incorporators conduct/
location/
notice/
failure to give notice/
waiver/
organization/
outside of state/
postponement/
timing/
Organization, -/
outside of state/
postponement/
timing/
MEETINGS OF DIRECTORS/
See also Executive Committees Absence from meetings/
consent to nonattendance/
excuses for nonattendance/
liability for codirectors’ acts/
negligence/
Actions by board, -/
Adjournment/
Attendance, waiver of notice/
Attorneys, presence/
Board actions/
body, necessity of action as/
consent, effect of unanimity/
customary informality, effect/
necessity/
shareholders’ ratification/
unanimous consent, effect/
without meeting/
Body, necessity of action as/
Calling/
Close corporations, necessity/
Conduct of meetings/
Conflicts of interest transactions domination by interested directors/
voting by interested directors, /
Counsel, presence/
Custom or usage/
informal board actions/
notice/
Electronic means of participation/
Emergency/
Estoppel to question legality/
Evidence of regularity/
Executive committees notice/
Failure to attend, ,/
Formality/
Holidays/
Illegalities or irregularities, -/
proof/
ratification/
Interested directors/
counting for purposes of quorum/
domination of disinterested directors/
presence/
presiding over meeting/
voting/
Minutes/
Model acts/
contents of notice/
electronic means of participation/
emergency/
necessity/
notice, /
special/
telephone participation/
Model Nonprofit Corporation Act, notice/
Necessity/
Nonprofit corporations notice/
place/
Notice/
attendance, effect/
contents/
customary procedures, effect/
delivery/
directors entitled/
emergency, effect/
executive committee meetings/
failure to give/
form/
length of notice/
mailing of notice/
oral/
presumptions/
regular meetings/
service/
specification of business/
time of giving/
waiver/
written/
Outside state/
Ownership of entire stock, effect board actions/
notice of meetings/
Persons present/
Place/
Presiding officer/
Proxy voting/
actions by quorum/
disqualified directors, effect, /
newly created directorships/
obtaining by trickery/
supermajority bylaws/
trickery to obtain quorum/
vacancies, power to fill/
Ratification of illegalities or irregularities/
Regular/
notice/
Resolutions/
constituting contracts/
Special/
notice/
Sundays/
Supermajorities/
quorum bylaws/
voting bylaws/
Telephone participation/
Time, /
Votes as constituting contracts/
Voting/
proxy/
supermajority bylaws/
Waiver of notice/
attendance/
MEETINGS OF SHAREHOLDERS/
Action without meetings/
Adjournments/
as continuation of original meetings/
proxies, solicitation of/
acceptance/
Annual meetings/
postponement/
business judgment/
procedure/
remote participation/
Ballots/
Business to be transacted/
Business trust, conduct/
Calling of meetings alteration of call/
annual meeting/
attack on validity of call/
bylaw provisions/
cancellation of call/
compelling/
de facto directors/
demand/
duty to call/
equitable remedies to compel/
majority shareholder/
mandamus to compel/
manner/
necessity/
notice/
president/
power/
presumption as to regularity/
proxy holders/
quo warranto to compel/
regular meetings/
shareholders/
statutory remedies to compel/
sufficiency of call/
Cancellation of call/
Chair/
Combination to control corporation/
Conduct of meetings and elections/
appeal from ruling/
ballots/
chair/
challenges to voting/
fairness, burden of proof/
good faith/
meetings/
nominations, how made/
objections to voting/
polls open after time fixed for closing/
presiding officers/
quorum/
recounts of ballots/
unsigned ballots, validity/
voting/
write-ins as sufficient to elect officers/
Construction of shareholder agreements/
Contests, statutory proceedings/
Control agreements, voting/
Control by court/
appointment of master or referee/
contest, statutory proceedings/
equity, powers/
injunction/
mandamus/
motives of shareholders, inquiry/
quo warranto/
remedies/
review, statutory proceedings/
Control by court, power to order/
Coverture, shareholder under legal disability by reason of/
Cumulative voting/
voting rights/
Denial of right to vote, injunction against/
Directors election, national banks/
Directors’ power to vote/
Dissolution, failure to hold as ground for/
Domicile/
Effect of withdrawal after quorum/
Election judges, /
Elections/
quorum, supermajority bylaws/
supermajorities/
quorum bylaws/
voting bylaws, /
voting rights and privileges, supermajority bylaws/
Equitable owner rights, voting/
Estoppel/
objections to irregularities, /
questioning legality of votes/
Extraordinary business/
Factional division holding meetings/
Failure to hold as ground for dissolution/
Failure to hold meeting/
Fractional shares/
Fraudulent combinations and agreements/
Fraudulently held meetings/
Fundamental changes, nonvoting shares entitlement to vote on changes/
Illegal election of directors/
Illegality of votes/
Improper meetings, injunction/
Infancy, shareholder under legal disability by reason of/
Informalities, objections by third persons/
Informal meetings/
Injunctions/
postponing meetings/
prohibiting holding of meeting/
Insanity, shareholder under legal disability by reason of/
Insolvency, effect/
Inspectors of elections eligibility of voters/
interference with duties/
powers/
Irregularities/
holding of meetings/
time or place for holding meetings/
voting/
Judicial review and remedies/
Libel, liability/
Location of meeting/
notice/
outside of state/
Majority/
Mandamus as relief/
Mandamus to compel calling and holding, /
Manipulation of meeting date/
Master appointed to supervise/
Minority shareholders, right to attack/
Minutes/
proof/
recording of written consents/
Necessity/
informal shareholder action/
Notice of meetings/
adjourned meeting/
advertisement as notice/
annual meetings/
articles of incorporation, amendment of/
assets of corporation, sale of/
bylaw amendment/
daily notice/
defects/
electronic transmission/
estoppel to object to defects/
failure to comply with statutory requirements/
form/
fraudulent concealment of meeting/
fundamental changes/
incapacity to receive notice/
initial meeting of incorporators/
mail/
newspaper, publication in/
notice by mail as sufficient/
objections/
oral notice/
persons entitled to notice/
presumption/
proofs/
publication/
radio, publication on/
ratification of defects/
record date for determining shareholders entitled to notice/
special meeting, , /
state corporation codes/
statement of business to be considered/
sufficiency/
television, publication on/
time and place of meetings/
time of notice/
waiver of defects/
Number of votes abstentions/
requirement/
restrictions in articles and bylaws/
Objections/
One vote per share/
Order of business/
Parliamentary rules/
Persons entitled to attend/
Place for meeting/
irregularities/
notice/
outside of state/
Pooling agreements, -/
voting trusts distinguished/
Pooling agreements, voting/
Postponement of annual meeting/
validity/
Postponing/
Preferred shareholders, right to vote/
Presiding officers/
powers/
Presumptions/
proper notice given/
regularity/
time or place of holding meetings/
votes, regularity/
Procedure/
Proof as to meetings and votes/
Proxies, -/
administrators giving/
appearance at meeting as revocation of proxy/
articles of incorporation provision/
authentication/
authority of holder/
bylaws provisions/
capital stock, increase of/
coexecutors/
compelling execution by other executors/
necessity of both signing proxy/
revocation of proxy by one executor/
collusion/
compelling giving to another person/
conflicting proxies, reconciling/
contests/
payment of expenses/
coupled with an interest, irrevocability/
deceased person, right to vote proxy/
dissolution and winding up/
duration/
duties of holder/
effect of representation/
effect of solicitation of proxies/
estoppel/
objecting to irregularities/
executors and administrators/
false solicitations, validity/
federal regulation of solicitation/
fiduciary holders of stock giving/
filing at meeting/
form/
fraud/
general proxies, powers conferred/
good faith/
holding corporation, power to give/
husband and wife/
incapacitated person, right to vote proxy/
inconsistent proxies/
information required under federal proxy rules/
injunctive relief/
inspectors bound to recognize/
irregularities, effect/
irrevocable/
joint owners/
revocation of proxies/
knowledge of proxies, effect as to shareholders/
limited proxies, powers conferred/
misleading solicitations, validity/
notice to proxy as notice to owner/
oral/
pledged stock/
power of proxy to call special meeting/
powers conferred/
power to act/
power to give/
presentation/
prohibition in charter or statute as to/
proxy in voting trust distinguished/
proxy signed only in body of instrument, validity/
proxy statement/
false or misleading/
inclusions/
ratification, effect of irregularities/
reorganization/
repudiation, duties of shareholder/
requirements/
restrictions in charter or statute as to/
revocation, Securities and/
Exchange Commission/
right to vote/
sales of assets of corporation/
Securities and Exchange Commission proxy rules/
security, irrevocability/
solicitation/
specific proxies, powers conferred/
stock in trust/
subsequent proxies, effect/
sufficiency/
suits to obtain/
termination of powers/
transferees, power to vote/
trustees giving/
usage/
validity/
voluntary liquidation/
voting agreement as affecting/
voting trustees/
waiver, failure of holder to act/
Purpose/
adjourned meetings/
ascertainment/
bylaw provisions/
constitution/
nonvoting stock, counting/
number constituting/
proxies, counting/
supermajorities/
treasury share, considered in computing/
withdrawal of faction of shareholders/
Quo warranto as relief/
Ratification/
illegal votes/
meeting irregularly held as to time or place/
Receivership, effect of/
Reconsideration of vote/
Record date for purpose of giving notice/
Record date for voting/
Referee, election or vote under supervision/
Rejection of votes/
Remedies/
Remote communication, use of/
Remote participation in annual and special meetings/
Reorganization petition, effect on shareholders’ right to hold annual meetings/
Right to attend/
Rival meetings/
Separation of voting power from stock ownership/
Setting aside elections/
Shareholders’ agreements, -/
Shareholders’ right to contest for invalidity/
Slander liability/
Special meetings/
agreement of party as to notice/
business transacted, limitations/
bylaws/
calling of meetings/
mandatory requirements, necessity for compliance/
notice, necessity/
persons entitled to notice/
power to call/
time for holding/
who may call/
Statement of business to be transacted/
Stock books/
Subsidiary, right of corporation to vote stock/
Tellers of election/
powers/
Time for holding/
manipulation of meeting date/
notice/
postponing/
Trespass, right to attend/
Unanimous written consent in lieu of meeting/
Unfair combinations and agreements/
Unregistered transferee rights, voting/
Unusual business/
Validity, minority shareholders, right to attack/
Voting agreements, -/
arbitration in case of disagreement/
control of corporation, validity/
fraudulent agreements/
notice as effective to terminate/
unfair agreements/
Voting rights and privileges abstentions, counting/
actions to enforce/
administrators exclusion/
rights/
age restrictions/
aliens/
alteration by charter amendment/
arbitration of agreement/
assignment of voting privilege/
ballots/
bankrupt estates/
bias as affecting/
bona fide owners or holders of stock/
bondholders/
bondholders voting/
bylaw conditions or restrictions/
canceled stock/
certificate of stock, effect of nonpossession/
changing votes/
charter conditions or restrictions/
coexecutors/
company’s own stock/
competency/
conditional sale of stock as affecting/
conditional voting right/
conflict of laws, /
right of corporation to vote stock held in another/
validity of stock for voting purposes/
conservators/
control agreements/
corporation/
cotenants/
counting votes/
creditors/
bylaws/
customers’ shares held by brokers/
decedents/
declaration of results/
denial, injunction against/
determination of right/
determination of voters’ qualifications/
director, , /
disfranchise of voters/
dissolution of corporate/
shareholder, effect/
eligibility of shareholder as of date/
escrow, stock on deposit/
executors/
exclusion/
multiple executors/
executory contract to sell stock, effect/
failure to issue certificate/
fictitious transfer/
foreign corporation holding stock in another/
foreign estates/
fractional shares/
fraudulently issued shares/
guardians/
exclusion/
holders of record/
husband and wife/
illegal stock/
impairment/
individuals or by amount of stock, method of voting/
inherent in stock/
injunctions/
insolvents/
inspectors of elections, right to challenge/
interest as affecting/
jointly held stock/
life estate in stock/
limitations/
limitation upon number of votes to be cast/
majority shareholders’ voting agreements, validity/
majority voting/
married women/
maximum number of shares allowed to be voted by shareholders, statute or bylaw regulating/
membership corporations, /
method/
minors/
minor shareholders/
Model Business Corporation Act, supermajority voting/
mutual nonprofit company members/
national bank shareholders, effect of nonpayment of subscription/
nonpayment of assessments, effect/
nonresidents/
exclusion/
nonstock corporations, , /
nonvoting classes of stock/
federal legislation/
one vote per share/
option contract to sell stock, effect/
parent voting stock held in subsidiary/
partnership/
payment for stock, necessity/
persons entitled/
pledged stock/
pledgee of stock of corporation/
pooling agreements/
preferred stock or shareholders/
presumptions/
private agreements/
property settlement, death of divorced husband who pledged stock to secure/
proxies/
receivers/
reconsideration of vote/
record book as evidence/
record day/
reduction of stock as affecting/
registered holder and true owner/
registration as evidence/
registration on books of corporation as essential/
remainder owners/
reorganized companies/
restrictions, /
scrip/
separation of power to vote from stock ownership/
shareholders’ list as evidence/
stock book or list as evidence/
stock owned by municipality or state/
subscribers of stock/
subsidiary voting stock held in parent/
exclusion/
supermajority voting/
surrender/
surviving partner/
testamentary trustees/
title to stock, evidence/
transfer/
transfer of stock, effect/
transfer of voting power to/
treasury shares/
trust, stock held by trustee/
trustees/
exclusion/
multiple trustees/
United States/
unsigned ballots, validity/
void stock/
votes cast, counting/
Waiver/
irregularities, /
objections/
Withdrawal, rival meetings/
Withdrawal after quorum present/
Written consent in lieu of meeting/
MEMBERS/
Associations, mandamus to compel restoration of membership/
Books and records, admissibility in evidence/
Bylaws/
amendment, membership/
binding/
waiver/
Change, attribute of corporation/
Corporate, mandamus to compel restoration of membership/
Corporate entity distinguished/
Derivative suits/
Dissolution of corporations, successors/
Estoppel to deny corporate existence, /
precluding suits against/
Expulsion or disfranchisement/
Incorporation of partnerships and associations powers/
Memberships, transferability/
compensation for services/
dissolution or liquidation distribution/
rights, obligations and liabilities of members/
Remedies against corporation/
Service of process, corporation without officers/
Societies, mandamus to compel restoration of membership/
Stock exchange, mandamus to/
compel restoration of membership/
Trade union, mandamus to compel restoration of membership/
Waiver of bylaws/
MEMBERSHIP CORPORATIONS/
See also Charitable Corporations; Fraternal Associations; Members; Nonstock Corporations;
Professional Corporations and Associations; Savings and Loan Associations Admission/
Antitrust violations, exclusion from membership/
Articles or certificate of incorporation admission to membership, , /
Bylaws/
expulsion from membership, /
transferability of membership/
Classification/
corporate/
Clubs/
purposes/
Derivative actions/
Directors, business judgment rule/
Discrimination, exclusion from membership/
Exclusion/
Expiration of membership/
Expulsion or disenfranchisement/
bylaw provisions/
damages for wrongful expulsion/
estoppel to object/
exhaustion of remedies/
good faith/
grounds/
hearings/
injunction against/
irregularities in procedure/
judicial review/
mandamus to compel restoration/
procedure/
proceedings/
remedies for wrongful expulsion/
exhaustion of remedies/
review by courts/
trials/
waiver of right/
Forfeiture of membership/
Fraternities/
classification/
purposes/
Fraudulent membership applications/
Loss of membership/
resignation of member/
transfer of membership/
withdrawal of member/
Power to admit or exclude/
Property rights of members/
Purposes/
Renewal of membership/
Resignation of member/
Restraint of trade, exclusion from membership/
Retention of membership/
Social clubs/
classification/
purposes/
Surrender of membership/
Transfer of membership/
Withdrawal from membership/
MEMORANDUM/
MERCANTILE CORPORATIONS/
Classification/
Purposes/
MERGERS AND/
CONSOLIDATIONS/
See also Injunctions; Subscriptions to Stock/
Abandonment after shareholder approval/
Abatement and revival/
Accrued dividends, assenting shareholders’ rights/
Action on plan of merger, consolidation or share exchange/
Actions by and against companies companies merged or consolidated/
counterclaims against/
constituent corporations/
consolidated corporation, liability/
constituent corporations, liability/
enjoin merger/
defenses/
estoppel/
evidence/
execution/
joinder of parties/
judgment/
judicial notice/
jurisdiction/
new corporations/
parties/
pending actions, effect of merger/
pleading/
presumptions/
purchase without consolidation, actions against purchaser/
purchasing corporations/
MERGERS AND/
selling corporations, actions by/
succession by new company, jurisdiction/
surviving corporations/
trial/
After-acquired property clause/
Agreements, -/
breach/
labor/
Alteration of charter, reservation of power/
Amalgamations/
Amendment or repeal of articles of incorporation anticipation of merger or consolidation/
reserved power/
Antitrust, /
bank mergers/
burden of proof and presumptions/
failing company defense/
joint ventures/
notification requirements, /
waiting period/
Appraisal rights/
Articles or agreement/
construction/
contents/
effective date/
filing/
form/
operation/
recording/
MERGERS AND/
Articles or agreement/
sufficiency/
Assenting shareholders’ rights and liabilities/
Asset value appraisal method/
Assignment of leases, mergers/
Assumption of liabilities agreements/
liabilities included/
Authority to merge or consolidate/
conditions on power to consolidate/
consent of public commission, board or officer/
de facto corporations/
impairment of rights/
invalid statute/
legislature’s power to authorize/
mode of conferring authority/
necessity of conferring on each company/
ratification of unauthorized/
consolidation or merger/
repeal of statute authorizing/
statutes as permitting or forbidding consolidation/
unauthorized consolidation or merger, ratification/
withdrawal of power/
Banks/
Bank Merger Act/
consent/
effect of merger/
National Bank Act/
MERGERS AND/
statutes/
Blue sky laws/
Bonds/
public utilities/
rights after consolidation or merger/
right to exchange for stock/
Breach of contract/
Cancellation/
Certificate of consolidation or merger, issuance/
Charter, reserved power to alter or repeal/
Citizenship of consolidated corporation/
Claims, rights after consolidation or merger/
Combinations, mergers and/
consolidations distinguished/
Conglomerate mergers, antitrust/
Consent/
creditors/
public commission, board or officer/
shareholders, /
Consolidations defined/
merger distinguished/
statutes/
Constituent corporations/
continuance for particular purposes/
continuation of existence/
liabilities/
Constitutional limitations and provisions, /
Continuing enterprise theory, successor liability/
MERGERS AND/
Contracts, rights after consolidation or merger/
Corporate analysis, successor liability/
Corporate debts, assenting shareholders’ liability/
Corporate existence, constituent/
corporations after merger/
Corporations created to hold stock/
Corporations of different states, /
charter authority/
procedure/
Creation of new corporation/
consolidation/
duration/
inception/
statute as controlling/
Creditors, consent/
assumption of liabilities/
consolidated corporation, liability/
constituent corporations, liability/
enjoin merger/
invalid or fraudulent merger/
Damages, breach of contract/
Debts of successor corporations/
De facto mergers and consolidations/
absence of legislative authority for merger/
attempt as dissolution/
existing legislative authority for consolidation/
subscriptions to stock, power to enforce/
Defect in proceedings, curing/
Delaware block appraisal method/
MERGERS AND/
Directors/
agreement/
fraud/
liabilities/
powers/
Dissenting shareholders’ appraisal exclusive remedy/
Dissenting shareholders’ rights/
Dissolution of constituent corporations/
continuance for particular purposes/
ineffective consolidations/
statute as controlling/
surviving corporation’s rights and obligations/
Dividend distributions, trust beneficiaries, apportionment of rights/
Dividends/
Effective date/
Eminent domain/
Employee Retirement Income Security Act of , withdrawal liability/
Enforcement of agreement/
Estoppel/
consolidated company’s rights/
denying corporate existence, contract as raising/
denying validity of consolidation/
shareholder/
Exchange of property for stock/
Exchange of stock/
Executor status, rights of new or surviving corporation/
Exemption enjoyed by only one corporation/
MERGERS AND/
Exemptions of new or surviving corporation/
officers/
rates/
shareholders/
Federal acts/
securities acts/
Federal regulatory agencies/
Fees/
Franchises and privileges, after merger/
Fraud/
constituent companies’ rights/
recovery of stock/
third persons rights/
Guaranties, rights after consolidation or merger/
Health care industry/
Holding companies/
Home Owners’ Loan Act, savings and loan associations/
Immunities of new or surviving corporation/
Implied assumption of liabilities continuation of business/
purchase of assets/
Incorporation fees/
Increase in capital stock/
Injunctive relief to restrain/
Insider trading/
Interference with agreements/
Interstate corporations/
Interstate Transportation Act/
MERGERS AND/
Invalid consolidation or merger/
constituent companies’ rights/
recovery of stock/
third persons’ rights/
Invalidity of statute authorizing/
Investment value appraisal method/
Irregular consolidation or merger/
Judgment creditors, rights/
Judgments, liabilities of new or surviving corporations/
Judicial notice/
Jurisdiction, surviving corporation/
Jurisdiction over consolidated corporation/
merged corporation, jurisdiction over successor/
Labor contracts/
assumption of liabilities/
sale of assets/
statutory mergers/
Leases/
lease of property as transfer of/
assets/
leases distinguished/
lessor corporation’s liability for lessee’s debts/
new corporation after merger/
Letter of intent, breach/
Liabilities/
constituent companies/
dividends/
merged companies/
Liabilities of successor corporations/
agreements assuming liabilities/
MERGERS AND/
Liabilities of successor corporations/
civil rights/
constitutional or statutory provisions/
de facto mergers, effect/
Family and Medical Leave Act claims/
holding company, liability of/
implied assumption/
lease of property as transfer of assets/
limited to value of property, /
new corporations/
notice of claims/
parent liability/
penalties/
products liability/
purchase of assets/
remedial successorship/
products liability/
stock as consideration/
renewal notes/
selling companies/
statutory mergers/
statutory or constitutional provisions/
existence of constituent corporations/
judgment against constituent/
torts/
torts/
under federal common law/
Licenses, rights of new or surviving corporations/
MERGERS AND/
Liens/
extent of lien/
obligations of new or surviving corporations/
priorities/
property covered by lien/
purchased corporate property/
record or notice/
running with property/
Limits/
corporations of similar nature/
number of constituent companies/
Liquidation/
Majority shareholders, duties/
Market value appraisal method/
Mergers/
association, upon incorporation/
defined/
distinguished/
evidence/
partnership, upon incorporation/
statutes, /
Model Business Corporation Acts consent of shareholders/
effective date/
notice of dissenters’ rights/
waiver of rights/
Mortgages, rights after consolidation or merger/
Name of new corporation/
New corporation, creation of/
approval of members/
members’ consent/
procedure/
Notice, transferee’s notice of claims/
MERGERS AND/
Notice requirements, antitrust regulations/
Officers/
duties/
exemptions/
fraud/
immunities/
liabilities/
predecessor’s acts/
Parallel lines/
Penalties, liability of new or surviving corporation/
Pending actions, effect of merger/
Plan of merger, consolidation or share exchange/
Pledgees, rights and liabilities/
Predecessor liability/
Preemptive rights/
Preferred dividends/
adjustment and elimination of arrearages/
adjustment and elimination of dividend arrearages/
Privilege enjoyed by only one corporation/
Procedures/
construction/
defect, curing/
fees/
operation/
severability/
Product line theory/
Products liability/
Prohibitions and restrictions/
Property/
notice of claims, transferee/
sales, distinguished from merger or consolidation/
without merger or consolidation/
transfers, lease of property as transfer of assets/
Proxies, going private/
MERGERS AND/
Public utilities, approval by state commission/
Punitive damages, breach of contract/
Purchase of assets rights acquired/
Rate exemptions, rights of new or surviving corporation/
Ratification of unauthorized merger or consolidation/
Remedial successorship/
Reorganizations, distinguished/
Repeal of charter, reservation of power/
Repeal of statute authorizing/
Rescission of shareholder assent/
Restrictions and prohibitions competing lines/
constitutional/
corporations of similar nature/
limits on number of constituent/
companies/
parallel lines/
statutes/
Revised Model Business Corporation Act, abandonment of merger plan/
Sale of corporate property/
assets/
liabilities assumed/
civil rights/
de facto mergers/
MERGERS AND/
assets/
liability limited to value of property/
liens on purchased property/
notice of claims/
parent liability/
products liability/
remedial successorship/
successor liability under federal common law/
torts/
products liability/
liability limited to value of property/
liens on purchased property/
seller’s liabilities/
successor liability under federal common law/
transferee takes with notice of claims/
Sale of property, transfer without merger or consolidation/
Sale of stock/
Savings institutions, statutes/
Securities laws/
insider trading/
purchase or sale/
MERGERS AND/
Service of process on foreign/
corporation affected/
Share exchanges/
Shareholders/
appraisal rights/
assenting shareholders’ rights and liabilities/
abandonment of plan/
accrued dividends/
corporate debts/
corporate property and assets/
majority shareholders, duties/
purchaser bound by vendor’s assent/
right to rescind/
stock/
unexchanged stock/
transferees and transferors/
unexchanged stock/
consent/
control over debtor corporation/
corporations created to hold stock/
derivative proceedings, standing to sue/
dissenting/
appraisal of dissenters’ shares/
Delaware statute/
exclusive remedy/
standing to seek/
valuation/
derivative action for violation of federal securities laws/
equitable relief/
fiduciary duty from majority/
fraud, injunctive relief/
jurisdiction/
MERGERS AND/
notice of merger/
pleadings/
procedure/
rights against consolidated corporation/
unfairness, injunctive relief/
waiver/
exemptions/
fiduciary duty, majority shareholders to minority/
immunities/
liabilities/
pledgees of stock/
preemptive rights in new stock/
waiver/
withdrawal of demand/
valuation of shares, market value/
Shares of stock/
corporations created to hold stock/
exchange for property/
rights of new or surviving corporations/
transfer restrictions, effect/
Short form mergers/
Statutes as permitting or forbidding consolidation/
particular corporations, bank and savings institutions/
Statutory mergers, liabilities/
Stock/
assenting shareholders rights and duties/
options/
MERGERS AND/
unexchanged stock/
Subscriptions to stock rights of new or surviving corporations/
ERISA/
under federal law/
Successor liability under federal common law/
Surviving corporation actions/
assenting shareholders’ rights and duties/
bondholders’ rights/
civil rights/
dissenting shareholders rights/
jurisdiction/
liabilities/
agreements assuming liabilities/
liabilities included/
constitutional or statutory provisions/
de facto mergers/
assets/
limited to value of received property/
parent liability/
penalties/
purchase of assets/
MERGERS AND/
statutory mergers/
torts/
liens/
powers and rights acquired/
rights and property acquired/
shareholders, dissenting shareholders rights/
title or interest in property/
Taxation/
investment tax credits/
parent and subsidiaries/
Taxes, rights of new or surviving corporations/
Tort liability/
Torts/
liabilities of new or surviving corporations/
products liability/
Transfer of assets, rights acquired/
Transfer of property/
consolidations distinguished/
assets/
mergers, distinguished/
transferee takes with notice of claims/
transferor’s liabilities/
without consolidation or merger/
Trustee, rights of new or surviving corporation/
Unexchanged stock, assenting/
shareholders’ rights and duties/
MERGERS AND/
Utility companies, state commissions approval/
Valuation of stock, consolidations/
Waiting periods, antitrust regulations/
Warrantholders, rights/
MICHIGAN/
MIGRATION OF CORPORATION/
Restrictions/
Rule/
MINERAL LEASES/
See also Oil and Gas Leases Definition/
Federal Mineral Leasing Act of /
Power to make/
MINES AND MINING/
Dividends, payment of/
Leases, /
Mine boss, knowledge imputed to corporation/
Mineral leases/
Mining corporations classification/
mining company stock, purchase/
negotiable instruments, powers/
public utility, classification/
purposes of incorporation/
Officers, knowledge imputed to corporation/
Payments for stock/
Power to make lease/
Profits, dividend payments/
Stock, consideration for stock/
MINNESOTA/
Preference of creditors of insolvent corporation/
MINORITY SHAREHOLDERS/
Acquiescence in wrongdoing/
Actions against corporation derivative or direct/
direct/
individual/
powers as to/
salaries of officers, excessive/
Amendment of articles appraisal rights/
illegal amendment/
rights and powers/
voting groups/
Antitrust actions, intervention/
Appraisal and payment for stock of dissenting shareholders, reverse stock splits/
Appraisal and value of stock, refusal to accept/
Appraisal rights/
abandonment of act by majority/
amendments to articles of/
incorporation as grounds/
application for appraisal/
asset disposition/
asset value/
assignment/
attorneys’ fees, payment/
corporate existence, extension of/
costs of appraisal, payment/
creditors of corporation, rights/
Appraisal rights, /
Delaware statute/
demand for payment/
effect on shareholder status/
election to demand payment/
withdrawal, /
disaffirmance of act, effect/
effect of demand for payment/
exchange of shares/
exclusive remedy/
expense of appraisal, payment/
fundamental changes/
investment value/
jury trial/
laches/
limitation of action/
majority shareholders, rights/
market exception/
market value/
mergers/
model acts/
procedures/
objection to corporate action, necessity/
restrictions/
reverse stock splits/
sales of substantially all corporate assets/
standing to seek/
status as shareholder, effect of demand/
tender of stock certificates/
Appraisal rights, /
valuation of stock, ,/
asset value/
interest/
investment value/
market value/
/
voting rights, alteration of/
voting stock/
waiver/
withdrawal of demand/
Assignment for benefit of creditors, effect on derivative actions/
Bankruptcy of corporation, rights and remedies/
derivative actions/
Bond issues, rights and powers/
Business of corporation, rights and powers/
injunction against unauthorized business/
Buy-outs/
Calls on unpaid subscriptions, rights and remedies/
Cancellation of stock, rights and remedies/
Charter provisions/
Class of actor or actors, immateriality of/
Close corporations/
Compensation of directors and/
officers, right to challenge/
Consent to wrongdoing/
Consideration for property sales or purchases, rights and remedies/
exorbitant consideration paid/
Consideration for stock, rights and remedies for inadequacy, /
Consolidations/
appraisal rights/
Delaware statute/
exclusive remedy/
standing to seek/
valuation/
asset value/
investment value/
market value/
Conspiracy/
breach, rights and remedies/
rescission, rights and remedies/
rights and powers/
Control of company by minority/
Conversion of assets, rights and remedies/
Counterclaims against/
Cumulative voting/
appraisal rights upon elimination/
Dealings between corporation majority shareholders/
officers/
same shareholders or officers/
Defenses against minority shareholders/
Defenses against suits acquiescence/
amount of holdings/
appraisal and value of stock, refusal to accept/
attorneys’ fees, payment by corporation/
bad faith, -/
capacity to sue/
consent/
discretionary corporate acts/
diversity jurisdiction, collusion to confer/
estoppel, , , /
illegality of corporation/
interests of rival company in suit/
knowledge, laches/
laches, -/
lack of capacity to sue/
litigation expenses supplied by rival company/
motive, -/
participation/
pendency of actions/
purchase of stock for purpose of suing/
ratification, -/
receivership of corporation/
size of holdings/
strike suits/
suspension of rights of corporation/
waiver/
Definition/
Derivative suits/
Direct actions distinguished/
Director-minority shareholders/
estoppel to exercise rights/
Direct suits/
Disclosure of information to minority/
Discretionary act of majority, powers as to/
Discretionary corporate acts, rights and powers, , /
Dissolution of corporation buy-out as alternative remedy/
oppression as grounds/
right to enjoin/
standing to sue/
Diversion of assets, rights and remedies/
Dividends, rights and powers/
Equal opportunity, redemption of stock/
Estoppel to challenge wrongdoing, /
Excessive compensation of directors and officers, right to challenge, /
Exchange of stock, rights and remedies/
Exorbitant consideration for property purchase, rights and remedies/
Fictitiously paid up stock, rights and remedies/
mergers/
Foreclosure proceedings, intervention/
Fraudulent acts, rights and remedies/
bond issues/
cancellation of stock/
collusive judgments/
consideration for sales or/
purchases of property, -/
dealings between corporation majority shareholders/
officers/
same shareholders or officers/
increase of stock/
issuance or increase of stock/
leases of corporate property/
mortgages/
operation of corporation for benefit of another corporation/
oppression/
purchases of stock/
ratification by majority shareholders/
redemption of property from forced sale/
retirement of stock/
sales of stock/
shareholders’ meetings, refusal to call/
transfer of stock/
transfers of corporate property/
waste of assets/
Freeze-outs/
increase of stock/
Illegal acts, rights and remedies, -/
Impairment of contract rights/
Inadequate consideration for/
corporate property, rights and remedies/
Increase of stock, rights and remedies/
Individual direct suits/
Informational rights/
Injury as condition precedent to relief/
Insider trading actions, intervention/
Insolvency of corporation, rights and remedies/
derivative actions/
Internal affairs of corporation, rights and powers/
Intervention in corporate actions/
antitrust actions/
defenses to intervention/
foreclosure proceedings/
procedure/
Issuance of stock/
preemptive rights, effect/
Judgments, right to attack/
Judgments against directors or officers/
Knowledge, laches as defense to actions/
Laches as defense to actions/
appraisal rights/
Lease of corporate property, rights and remedies/
appraisal rights/
Majority consent provisions, effect on rights/
Management of corporation, rights and powers/
mismanagement/
adjournments, objections/
right to attack/
Mergers/
appraisal rights/
Misappropriation of assets, rights and remedies/
Monopoly powers of corporation, right to enjoin/
Mortgages, right to enjoin/
Motive, -/
Officers’ compensation, actions to recover/
Operation of corporate property, rights and powers/
Operation of corporation for benefit of another corporation/
Oppression/
increase of stock/
remedies, dissolution of corporation/
Participation in wrongdoing/
Pension and profit sharing plans, power to establish/
Percentage of stock ownership/
Persons liable to minority shareholders/
Public officers, rights and remedies against/
Purchases of stock/
Racketeer Influenced and Corrupt Organization Act (RICO), standing/
Ratification by majority/
fraudulent or illegal acts/
irregular but legal acts/
Ratification by minority shareholders, /
knowledge as prerequisite/
silence/
transfer of stock, effect on transferee’s rights/
Receivership of corporation, rights and remedies/
Redemption of property from forced sale, rights and remedies/
equal opportunity/
Reduction of stock/
remedies/
Reorganizations, consent/
Reverse stock splits/
Rights and powers/
fraudulent sales/
right to information/
Salaries or other compensation of directors or officers power to fix/
right to challenge/
Sale of all assets/
Sales or purchases of corporate property/
appraisal rights/
consideration, /
redemption from forced sale/
rights and powers/
Shareholders’ meetings, refusal to call/
Squeeze-outs, /
increase of stock/
Standing to sue/
Stock ownership, percentage/
Stock transactions of corporation, rights and powers/
Strike suits/
Subscriptions to stock, refusal to call unpaid subscriptions/
Subsequent shareholders/
Taking of corporate property by third persons, rights and remedies/
Third party wrongdoing, rights and remedies/
public officials/
Transfer of stock, effect on transferee’s rights/
Ultra vires acts, rights and remedies/
Unconstitutional regulations, rights and remedies/
Unfair acts, rights and remedies/
Use of corporate property by third persons, rights and remedies/
Valuation of stock/
appellate review/
appraisers/
courts/
floor value/
good will/
investment value/
judicial review/
jury determination/
Valuation of stock/
market value/
net asset value/
shareholders’ agreements, effect/
tax benefits, /
weighted average/
Waiver of rights/
appraisal/
objections on particular grounds, effect/
Waste of assets, rights and remedies/
Watered stock, rights and remedies, /
Winding up of corporation, right to enjoin/
Wrongful acts, rights and remedies/
MINORS/
Capacity as incorporators/
Gifts of stock/
Incorporators/
Liability to creditors for unpaid subscriptions to stock/
Members of corporation/
Purchases or sale of stock/
Stock/
gifts of stock/
sales or purchases/
transfers of stock/
Transfers of stock/
MINUTES/
See also Meetings of Directors Admissibility in evidence/
Corporate acts, proof/
Evidence/
Inspection by shareholders/
Meetings and elections/
Proof of meeting of shareholders/
Shareholders meetings, evidence of transactions/
MISAPPLICATION OF FUNDS/
MISAPPROPRIATION OF ASSETS/
See Assets/
MISCONDUCT/
MISFEASANCE/
See Crime and Criminal Laws/
MISJOINDER OF CAUSES OF ACTION/
See Joinder of Causes of Action/
MISJOINDER OF PARTIES/
See Parties/
MISNOMERS/
See Names/
MISSISSIPPI/
MISSOURI/
General and Business Corporation Law/
MISTAKE/
Authority of officers/
Liability of officers and directors ultra vires acts, -/
Mistake of fact, contracts for sale or purchase of stock/
Mistake of law, contracts for sale or purchase of stock/
Shareholders’ liability, defense to action to enforce/
MISTAKES OF JUDGMENT/
See Business Judgment Rule; Directors; Officers and Agents/
MODEL BUSINESS/
CORPORATION ACT OF /
Generally/
See also Model Business Corporation Act (); Model Professional Corporation Supplement; Model
Statutory Close Corporation Supplement/
Action without meetings of shareholders/
Amendment or repeal of articles of incorporation, ,-/
contents, /
duration of corporation, extension/
effective date/
extent of power/
contents/
directors/
effective date/
voting groups/
restated articles of incorporation/
voting groups/
Annual meetings of shareholders/
Appraisal rights, /
corporate changes justifying/
costs/
MODEL BUSINESS/
CORPORATION ACT OF/
acknowledgment/
amendments/
appeal, secretary of state’s refusal to file/
authorized shares/
bylaw matters/
cancellation/
capitalization clause/
corporate seal/
correction of statements or defective execution/
cumulative voting/
debt limitations/
directors/
evidentiary effect, issuance of certificate/
execution/
filing/
filing fees/
form/
incorporators, names and addresses/
issuance, effect/
notice, secretary of state’s refusal to file/
official forms/
powers clause/
publication/
MODEL BUSINESS/
CORPORATION ACT OF/
regulation of corporate affairs, provisions/
restriction on share transfers/
revocation/
secretary of state’s duty to file/
signing/
verification/
voting/
restrictions/
Board of directors/
Bond issues/
Books and records custody/
duty to keep/
minutes/
Bylaws/
amendment, /
power/
emergency/
persons who can amend/
power to amend/
record date/
repeal/
restriction on share transfers/
Charter/
amendments/
Class voting of shares/
Close corporation provisions/
Committees/
meetings/
MODEL BUSINESS/
CORPORATION ACT OF/
Common shares/
Convertible shares/
amendment to articles/
commencement/
liability for acts of nonexistent corporation/
timing/
Corporate incapacity, defense/
Corporate powers/
perpetual existence/
personal property ownership, debt payment/
real estate ownership/
repurchase of own shares/
subscriptions for stock/
Corporate seal/
Correcting filed documents, articles of incorporation/
Cumulative voting/
Debenture issues/
Debt limitations/
elimination/
Defective organization, liability for corporate debts/
Definitions corporation/
employee/
Derivative actions definitions/
Directors/
classification/
committees/
liability/
compensation/
concurrent offices/
MODEL BUSINESS/
CORPORATION ACT OF/
quorum at meetings to consider/
consent of shareholders to sales of assets/
decrease in number, effect/
duties/
election/
liability/
holdovers/
indemnification/
indemnification of litigation expenses/
initial/
liability/
limiting authority of board/
management of corporation, /
meetings, ,/
multiple offices/
number/
officers distinguished/
qualifications/
quorum/
reliance on officers, committees, and professionals/
removal, /
resignation/
shortening term/
staggered terms/
MODEL BUSINESS/
CORPORATION ACT OF/
term of office, ,, /
vacancies/
voting/
Dissolution of corporation administrative/
appeal from denial of reinstatement/
procedure/
continuation of existence/
custodians/
distribution of assets, claims, proof/
grounds for forfeiture or dissolution/
abuse of power/
failure to open or maintain office within state/
indispensable or necessary parties/
involuntary, articles procured through fraud/
judicial dissolution/
management or shareholder deadlock/
oppression of minority/
shareholders/
receivers/
receivers, compensation/
voluntary/
directors/
incorporators/
persons authorized to act/
revocation/
statement of intent to dissolve/
vote of shareholders/
written consent of shareholders/
MODEL BUSINESS/
CORPORATION ACT OF/
winding up/
Distributions to shareholders/
director liability for unlawful distributions/
Domestication/
Emergency bylaws/
Employee defined/
Entity conversion/
Executive committees, /
liability/
liability of board of directors/
meetings/
powers/
vacancies/
Existence, perpetual/
admission to transact business/
agent to receive process/
annual reports/
application to transact business in state/
certificate of authority/
certificates of existence/
compliance with qualification statute after action filed/
contracts, impairment/
defined/
delay of suit pending qualification/
doing business/
extraterritorial organization meetings/
filing of copy of articles/
internal affairs/
interstate commerce exception to qualification requirements/
MODEL BUSINESS/
CORPORATION ACT OF/
actions by or against corporation/
assignees of noncomplying corporations/
right to sue or defend/
title to property/
transferees of noncomplying corporation/
place of business/
registered office/
revocation of certificate of authority/
grounds/
service of process/
service of process on corporation/
withdrawal/
agent for service of process/
Fractional shares/
voting rights/
Fractional shares, voting rights/
History/
Incorporation/
Incorporators entities/
liabilities/
natural persons/
Indemnification of directors, officers and others/
Insolvency defined/
Leases/
corporate property/
MODEL BUSINESS/
CORPORATION ACT OF/
power to deal with real property/
power to make/
shareholder consent/
Liability of directors for executive committee actions/
Liquidation, preferences/
Loans to officers or directors/
Meetings of directors contents of notice/
electronic means of participation/
emergency/
first/
necessity/
notice, , , /
regular/
special/
telephone participation/
waiver of notice/
Meetings of shareholders annual meetings/
compelling/
informal procedures/
location of meeting outside of state/
notice/
notice, purposes of meeting/
number of votes required to act/
proxies, oral/
quorum/
record date/
special meetings/
supermajority voting requirements/
voting/
corporation holding stock of another corporation/
cumulative voting/
MODEL BUSINESS/
CORPORATION ACT OF/
guardians/
one vote per share/
pledged shares/
receivers/
right/
Mergers and consolidations/
abandonment of merger plan by directors/
effective date/
notice of dissenters’ rights/
share valuation/
Name of corporation, articles of incorporation/
Names/
Nonvoting shares, right to vote/
Notice/
Number of votes per share/
Officers/
appointment/
concurrent offices/
directors distinguished/
duties/
election/
employee status/
indemnification/
liability/
multiple offices/
removal/
required/
resignation/
Partnership, right of corporation to join/
Payments for shares/
Pledgees of stock, right to vote/
Powers, /
donations/
MODEL BUSINESS/
CORPORATION ACT OF/
Powers, , /
emergency powers/
joint ventures/
leases/
liability insurance, directors and officers/
partnerships/
perfecting amendment/
voting/
Power to amend articles or charter/
board of directors/
names/
perfecting amendment/
purposes/
Preferred or special shares, redemption/
Preincorporation subscriptions, period of irrevocability, , /
Promoters/
liabilities, pre-incorporation contracts/
payment for services or expenses/
reimbursement, expenses or services/
Proxies/
duration/
time limit/
validity/
Purchase of corporation’s own shares, restrictions/
Purposes/
Receivers/
attorneys’ fees/
authority to sue or be sued, /
compensation/
expense disbursements and/
reimbursements, /
MODEL BUSINESS/
CORPORATION ACT OF/
sales/
Record dates/
Reservation of power/
contents of articles of amendment/
extent of power of directors, -/
Restated articles of incorporation/
Restrictions, purchases of/
Sale of all assets, consent of shareholders/
Sale of all or substantially all assets, consent of shareholders, necessity/
Service of process, substituted service on public officials/
Service of process on foreign corporations/
Service of process on public officers/
Shareholder liability to creditors for unpaid subscriptions/
Shareholder oppression/
Shareholders/
agreements/
appraisal rights, /
liability, defective organization/
liability to creditors for unpaid share subscriptions/
limited liability/
oppression/
preemptive rights/
quorum/
voting/
Shareholders’ derivative actions demand requirement, , /
MODEL BUSINESS/
CORPORATION ACT OF/
discontinuance/
security for costs from plaintiffs/
settlement, /
Shareholders’ list, preparation/
Shareholders’ meetings, -/
Shares/
appraisal rights, /
assessment/
classes/
consideration for shares/
convertible shares/
distributions to shareholders/
future services as consideration/
merger valuation/
par value/
payments for shares/
power of corporation to acquire/
repurchase of own/
restrictions on transfer, -/
stated capital/
subscriptions/
treasury shares/
Special meetings, authority to call/
Special meetings of shareholders/
Stated capital/
Stock/
consideration for stock, /
escrow of shares/
payment of consideration, /
treasury shares/
Stock repurchases, surplus restrictions/
calls for payment, uniformity/
MODEL BUSINESS/
CORPORATION ACT OF/
consideration, services to be performed/
defaults in payment/
definition of shareholder/
enforcement/
payment by promissory note/
payment terms/
postincorporation/
preincorporation, subscription agreements/
preincorporation and/
postincorporation/
promissory notes/
revocation/
subscriber liability after incorporation/
terms of agreement/
Supermajority shareholder voting/
Supermajority voting requirements/
Transfer of all property/
Transfers of stock, restrictions/
agreements/
bylaws/
nonconsenting shareholders/
purposes/
reasonableness standard/
types/
Treasury shares/
Trust fund doctrine procedure/
unpaid stock subscriptions/
Ultra vires acts doctrine/
injunctive relief/
Ultra vires doctrine, ,/
injunctive relief/
MODEL BUSINESS/
CORPORATION ACT OF/
Unlawful distributions, defenses/
Unpaid stock subscriptions, trust fund/
Voting/
classes of shares/
cumulative voting/
fiduciary capacity, shares held by corporation/
fractional shares/
nonvoting shares, limited right to vote/
number of votes per share/
one vote per share/
persons entitled to vote/
proxies/
redeemable shares/
restrictions/
rights, , -/
right to vote/
series of shares/
supermajority shareholder voting/
trusts/
Voting trusts/
Warrants/
MODEL FIDUCIARIES/
SECURITIES TRANSFER ACT Generally/
MODEL NONPROFIT CORPORATION ACT/
Generally/
Applicability/
benevolent corporations/
church corporations/
clubs/
cooperative associations and corporations/
educational corporations/
fraternal associations/
MODEL NONPROFIT/
scientific corporations/
social clubs/
cancellation/
contents/
evidentiary effect, issuance of certificate/
execution/
filing fees/
issuance, effect/
revocation/
signing/
Board of directors/
Books and records custody/
duty to keep/
minutes/
Classification of members/
Committees/
powers/
Corporate powers debt payment/
personal property ownership/
Cumulative voting/
Definition of not for profit corporation/
Directors/
appointment/
classification/
committees/
liability/
election/
liability for executive committee actions/
meetings/
MODEL NONPROFIT/
qualifications/
removal/
requirement/
standard of care/
term of office/
vacancies/
Executive committees directors’ liability/
powers/
vacancies/
admission to transact activities/
doing business/
revocation of certificate of authority/
grounds/
Incorporators, number/
Indemnification of directors and officers/
Involuntary dissolution, grounds/
Liability of directors for executive committee actions/
Meetings of directors, notice/
Meetings of members location of meeting/
number of votes required to act/
place of meetings, outside of state/
voting, cumulative voting/
Members and Membership nonprofit corporations/
Not for profit corporation defined/
MODEL NONPROFIT/
Officers/
appointment/
election/
removal/
required/
term of office/
Pension and profit-sharing plans/
agricultural/
benevolent/
charitable/
cooperatives/
educational/
fraternal purposes/
literary/
professional associations/
religious/
scientific/
social purposes/
Quorum/
Voting, classes of members/
Voting, cumulative voting/
MODEL STATUTORY CLOSE CORPORATION SUPPLEMENT/
Generally/
Bylaws as unnecessary/
MONEYED CORPORATIONS/
See also Banks and Banking; Savings and Loan Associations; Trust Companies Classification/
MONOPOLIES AND TRUSTS/
See Antitrust/
MONTANA/
MORTGAGES AND DEEDS OF TRUST/
See also Foreclosure of Mortgages Acceleration clauses, -/
Acceptance, sufficiency/
Actions, limitations/
After-acquired property, /
appliances/
appurtenances/
book accounts/
commencement of lien/
construction of mortgages, /
contracts/
description, sufficiency of/
earnings/
extensions of railroad line/
federal courts, rule of decision/
grant of income’’ clause/
income/
language of mortgage as determining coverage/
liens/
nature of lien/
personal property/
railroads/
real property/
revenue/
subsequent franchises/
successor in interest, property acquired by/
termination of lien/
Appliances and appurtenances/
Appurtenances/
Assignment/
Attachment of mortgaged stock/
Authority to mortgage, sole shareholder/
Banks, cashiers, powers/
Bondholders/
actions/
estoppel as defense to foreclosure suit/
Bondholders/
junior mortgagees, provisions in mortgage/
laches as defense/
majority bondholders, rights/
minority bondholders, rights/
mortgagor, actions against/
power to bid at foreclosure/
ratification/
senior mortgages/
third persons, actions against/
trustees, actions against/
trust funds, actions for recovery/
Bond issue/
Bond or mortgage/
Bonds liens/
provisions of deed of trust, foreclosure/
subsequent mortgage, power to issue/
Certificate, mortgage/
Chattel mortgages/
Clerical errors/
Common provisions in corporate mortgages/
Conditional sales, priorities/
Conflicts of law/
waiver of requirements/
Consideration/
antecedent debt/
necessity/
seal as importing consideration/
stock/
Constitutional restrictions/
Construction of mortgages, , /
Corporate purposes, property not used for/
Creation of liens/
Custodia legis, property in/
Decree, redemption provisions, /
Deed of trust or mortgage, instruments/
De facto corporations, powers/
Default/
Defendants/
Deficiency decree/
Delivery, sufficiency/
Directors, /
Disposal of property by mortgagor/
Distribution of proceeds/
Due on sale clause/
Duress, mortgage given under/
Economic duress, mortgage given under/
Ejusdem generis, construction of corporate mortgages/
Equitable mortgages/
Estoppel, /
Evidence/
Execution against mortgaged stock/
Express powers/
Filing and recording/
Fixtures/
railroads/
Foreclosure/
bondholders’ right to bring/
decree, -/
defenses, -/
intervention, -/
purchasers/
liabilities, -/
title and rights, -/
redemption, -/
sales/
usury defense/
jurisdiction/
powers, /
Form and sufficiency/
Future advances, security/
General language/
Goodwill/
Illegal contacts/
Illegal mortgages/
Immunity clauses, trustees’ liability/
Implied power to mortgage/
power implied from express grant/
property which may be mortgaged/
Injunctions, -/
Insurance, right to proceeds, /
Intent of parties/
Interpretation of corporate mortgages/
Interstate commerce, activity as constituting/
Intervention, /
Invalidity of provisions, partial invalidity/
Jurisdiction, -/
Labor claims/
material liens/
mechanics liens/
Language of mortgage as determining coverage/
Leveraged buy-outs/
Liens/
Litigation/
Minority shareholders, right to enjoin/
Mixed property/
Mutual rights, duties, and liabilities/
Noncompliance with statutory/
requirements, foreign corporation/
assignment, secretary of corporation/
authority to execute/
bank cashiers/
power to mortgage/
Origin and history/
Partial invalidity/
Particular language/
Parties, -/
Payments for stock, mortgages as security/
Personal property, /
Place of execution/
Plaintiffs/
Pleadings/
Pledges/
stock, distinctions/
Possession of chattels, retention by mortgagor/
Power to mortgage/
after-acquired property, /
agents/
bank cashiers/
banks/
construction of mortgage/
covenants/
directors/
exceeding debt limit/
express powers, -/
franchise/
future earnings or income/
implied powers, -/
improper exercise of power/
property mortgaged, franchises/
purposes/
quasi-public corporations/
railroads, , /
securing debts, officers or shareholders/
securities issued in excess of charter debt limit/
stockholders consent/
foreclosure/
Priorities/
after-acquired property, -/
equitable title/
legal title/
taxes as prior lien/
bonds/
exchange of old bonds for new/
liens/
chattel mortgages/
claims for personal injuries to railroad employees/
debts existing before execution of mortgage/
different mortgages and bond issues, -/
equitable lien/
existence and establishment of liens/
general lien law/
judgments/
railroad aid bonds, lien of guarantor of/
unsecured claims/
vendors’ liens and claims respecting right of way/
Promissory notes/
Property covered/
after-acquired property, -/
franchises/
Property covered by mortgage/
Property in custodia legis/
Property which may be mortgaged/
Provisions in corporate mortgages/
Purpose of encumbrance, limitations/
property not used for corporate purposes/
Railroad mortgages/
Ratification/
Real property/
Receivers, , /
property in custodia legis/
Receivership proceedings, priority in property covered by mortgage/
Recording/
constructive notice/
effect/
necessity/
operation/
place/
time/
Redemption, -/
Registration/
Retention of possession of chattels by mortgagor/
Rights to foreclosure/
Rolling stock of railroad/
Rules of construction/
Seal, necessity/
failure to affix/
Seal as importing consideration/
Sealed instruments/
assignment/
Security for payment of debts/
Severable provisions/
Shareholders/
approval of mortgage/
authority to execute/
consent to mortgage/
Shares of stock/
Sinking fund provision, construction of/
Standing to sue, suit attacking validity/
Statutory restrictions/
Third parties, trustees’ liability for acts of/
Title/
Transfer of property by mortgagor/
Trustees/
appointment, -/
bondholders, relationship with trustees/
compensation/
damages in action against trustee/
deed of trust or mortgage, provision for trustee/
duties, -, -/
eligibility/
eligibility to intervene/
evidence in action against trustee/
failure to preserve and protect security, liability for/
failure to sue and defend, liability for/
foreign corporations, capacity to serve as trustee/
good faith, personal liability/
implied powers, ,-/
insurance, personal liability/
jurisdiction/
jury trial in action against trustee/
mortgagor, relationship with/
nature of office, -/
negligence, personal liability/
parties in action against trustee/
personal liability, -/
pleadings in action against trustee/
powers, -/
proceeds, application of/
protection of security/
provisions of mortgage, -/
qualifications/
reimbursement/
release of mortgage/
remedies in action against trustee/
removal/
resignation/
satisfaction of mortgage/
substitution, /
successor trustees/
suits for other than foreclosure/
trust indenture/
Ultra vires, -/
Usury, defense to foreclosure/
Validity of mortgages/
alteration of priorities/
conflicts of law/
retention of chattels, effect/
validation of invalid mortgage by corporation/
Void and voidable, meaning/
Wraparound mortgages/
Wrongful foreclosure/
MORTMAIN STATUTES/
Inapplicability to corporation/
MOTIVES/
Antitrust/
federal laws/
state laws/
Identical names/
Shareholders’ derivative actions, -/
Similar names/
MOTOR CARRIERS/
Equal protection/
Taxation/
MOTORMEN/
See Railroads and Railroad/
Companies; Street Railroad Companies/
MOTOR VEHICLES/
MULTIFARIOUSNESS/
See also Equity Jurisdiction Bill for cancellation of voting trust/
MULTINATIONAL CORPORATIONS Status/
Taxation/
MULTISTATE TAX COMPACT Generally/
MUNICIPAL CORPORATIONS/
See also Quasi-Municipal Corporations/
Bylaws distinguished from municipal corporation laws/
Classification, public corporation/
Contract clause, applicability to municipal corporations/
Contracts fixing utility rates/
Corporate existence of private/
corporations, estoppel to deny/
Economic regulation of businesses/
Franchises, power to regulate corporation/
Impairment of contract by amendment or repeal of charter, /
License fees/
application to particular corporations/
reasonableness of amount/
Police powers, regulation of corporations/
Public service commissions, conflicts/
Rate regulation/
Regulatory powers/
conflicting with public service commission/
secondary franchises, right to refuse/
state delegation/
stockholder in private corporation/
Secondary franchises, refusal right/
State delegation of regulatory authority/
Voting of stock/
MUTUAL ASSOCIATIONS/
See Bylaws/
MUTUAL BENEFIT/
CORPORATIONS AND SOCIETIES/
See Beneficial Associations/
MUTUAL FUND SHARES/
See also Investment Company Act of /
MUTUAL INSURANCE COMPANIES/
MUTUAL RESCISSION/
NAMES/
Abandonment, , /
federal trademark laws/
intent/
trademark laws, federal/
Abbreviations/
Acquisition of assets of corporation/
Acquisition of right/
Acquisitions, use of similar or identical name/
Actions by and against corporations alias/
director-trustees of dissolved corporation/
misnomers/
name employed/
name in which suit brought/
name of proper party/
Actual confusion, deception, or loss of business/
Annoyance/
Appropriation and use, priority/
Approval of change of name by state/
Assignee of goodwill and assets/
Associations, use of name usually associated with incorporation/
Assumed or trade names/
creating de facto corporation/
use in contracts/
Authority to select/
Banks, restrictions on use/
Benevolent associations/
Blasphemy, profanity, etc/
Burden of proof/
Business expansion doctrine/
Business trust/
Capital asset, corporate name/
Change of name, -/
Change or abandonment/
creating new corporation/
reorganization, distinguished/
service of process on foreign corporation/
Clean hands/
Clubs/
Common law rules/
Common market/
Competition/
Confusion, similarity, /
Consent to use similar or identical name/
Consolidations, surviving or new corporation/
Constructive fraud/
Continuing right to use name/
Corporate character/
Corporate existence, name importing corporation/
Damages/
Deception, similarity/
Depository institutions/
Descriptive names, rights/
Discretion of directors, change of name/
Diversion of business, protection from/
Dominant word/
Duration/
Effect of change of name/
English language, necessity/
Estoppel/
deny corporate existence from use of name/
Evidence/
Existence, de facto corporations, change of name/
Family name/
Federal agency, use of name of/
Federal jurisdiction/
Fictitious names/
business trust, registration/
complaints/
Filing of assumed or fictitious name/
injunction, domestic corporation/
Foreign language, use of/
Form of corporate name, statutory regulations/
Fraud/
change of name/
intent/
protection from/
relief/
similar or identical names/
Generic terms/
Geographical limits/
Geographical names/
Good faith, assumed or fictitious name/
Hardship/
Identical names, -/
Identity/
causing confusion or deception/
reorganized corporation and old, effect of/
Inc, use/
Incontestability, Lanham Act/
Inconvenience/
Incorporated partnerships and associations/
Incorporation, effect/
Indemnity/
Individual names/
Individuals, use of name usually associated with incorporation/
Infringement/
Injunctions/
amendment or modification/
change of name/
Injunctions/
jurisdiction, equity court/
names causing confusion or deception/
proceedings/
propriety/
use and appropriation, priority/
Injury/
Insolvency of corporation, effect of/
Insurance, restrictions on use/
Intent/
Judgments/
Judicial notice/
Judicial review, change of name/
Jurisdiction/
Laches/
Lanham Act/
Legal name of corporation/
Life insurance companies/
Limitations on change of name/
Limited, professional corporation/
Lines of business/
Liquidation of corporation, effect of/
Literary clubs/
Litigation, pleadings/
Loss, /
Mergers/
right to name/
similar or identical name, use of/
surviving or new corporation/
Misleading names/
Misnomers/
amendment of pleadings to correct/
complaints/
contracts, misnomers/
demurrers/
pleadings/
Model Business Corporation Acts, articles of incorporation provision/
Motive/
Name importing corporate existence/
Names, protected/
National banks/
selection of name/
Necessity/
Noncompetition agreements or clauses/
Nonuse of mark/
Not for profit corporation/
Official approval of name, effect/
Original name, use after change of name/
Own name, right to use/
Palming off, protection from/
Partnerships/
Patriotic societies/
Personal or family name/
Pleadings/
Presumptions/
fraud/
Procedure for change of name/
Professional service corporations/
Property right to name/
Protection basis/
Purpose/
Registration/
Registration of corporate name/
Reinstatement of dissolved corporation/
Relief, theory and basis/
Religious societies/
Reorganizations/
liabilities of new corporation/
similar or identical name, use of/
Requirements/
Reservation/
Restriction by contract, right to use name/
Right to use name/
Sale of assets of corporation, effect of/
Sale of business, right to use old name/
Savings banks, restrictions on use/
Scope of relief/
Secondary meanings/
Secretary of state, refusal to accept name/
Selection/
Service marks, protection/
Service of process, return/
Similarity, -/
confusion/
Social clubs/
State agency, use of name of/
Statutory regulations, , /
prohibition of names containing blasphemy, profanity, etc/
Suit, corporations/
Termination of corporation/
Terms protected/
Territorial limits/
Trademark, name as/
Trademark registration, corporate name/
Trade names/
legal name/
right of corporation to assume/
substantive due process/
Treble damages, Lanham Act/
Trust companies, /
Unfair competition/
Waiver/
Words protected, /
NATIONAL ASSOCIATION OF SECURITY DEALERS/
See Stockbrokers/
NATIONAL BANK ACT/
See also National Banks Comptroller of the currency/
branch banking by national banks/
conservator’s powers/
discretion as to solvency, /
powers/
receivers, appointment/
suspension of functions/
Directors/
liabilities/
qualifications/
Dissolution/
Glass-Steagall Act/
Gramm-Leach-Bliley Financial Modernization Act/
Injunctions by state courts/
Insolvency, definition/
Mergers/
Receivers/
appointment/
Shareholders’ direct actions/
Venue, actions for violations of securities laws/
NATIONAL BANKS/
See also National Bank Act Agent, power to act as/
Antitrust/
Attachment/
Bank cashiers, powers/
Bank Holding Company Act, mergers/
Bank Merger Act/
Bank service corporations, powers/
Books and records, inspection by shareholders/
Branches/
Charitable contributions/
Citizenship/
Collateral, accepting own stock as/
Congressional power to create, /
Conservator, duties/
Corporate existence, certificate of comptroller as proof/
Corporation, status as/
Creation/
Cumulative voting/
Directors/
liabilities/
qualifications/
Domicile/
Embezzlement/
Execution against/
Existence, proof/
Extension of charter, conclusiveness of certificate/
Federal courts/
Fiduciary, power to act/
Foreign corporations, status/
Garnishments/
liability as garnishees/
property of bank/
Glass-Steagall Act/
Gramm-Leach-Bliley Financial Modernization Act/
Increase of stock, /
Injunctions/
Insolvency and receivership definition of insolvency/
governing law/
preference of bank creditors prohibited/
Loans, powers/
Loans in violation of amount fixed by statute, enforceability/
Mergers/
Bank Merger Act/
National Bank Act/
effect of merger/
Names/
Pleadings, alleging corporate existence/
augmentation of bank assets, necessity/
governing law/
Real property/
borrowing money/
purchases, mortgage foreclosure sales/
receive special deposits/
stock purchase/
Receivers/
appointment/
garnishments, liability as garnishees/
injunction against receiver/
nature and duties of office/
powers and duties/
Reduction of stock/
Shareholders, direct right of action/
married woman/
refusal to accept stock/
withdrawal/
Small business investment companies/
Statutory liability of directors/
Stock/
attachment/
collateral/
execution and levy/
increase/
purchase, other corporations/
reduction, effect/
Taxation generally/
Ultra vires/
transfers of real property/
Uniform Commercial Code, applicability/
Venue/
national associations/
securities laws/
Voluntary dissolution/
Voting at shareholders’ meetings, restrictions upon/
Winding up, jurisdiction of federal district court/
NATIONAL COOPERATIVE RESEARCH ACT OF /
Research and development ventures/
NATIONAL CORPORATIONS/
See also Classifications of Corporations/
Residence and citizenship/
Status/
NATIONAL HIGHWAY COMPANIES/
See Creation of Corporations/
NATIONAL SECURITIES/
MARKETS IMPROVEMENT ACT OF /
NATURAL GAS COMPANIES/
See also Public Service Corporations;/
Public Utilities Classification/
public utility/
quasi-public/
trading corporation/
Contract rates/
Deposits made by consumers, priority upon insolvency/
Insolvency/
Powers/
Price controls/
Purchase of stock/
manufacturing/
trade or commerce/
NAVIGATION DEVELOPMENT COMPANIES/
See Public Service Corporations/
NEBRASKA/
NEGLECT OF DUTIES/
NEGLIGENCE/
Actions, venue/
Admissions or declarations/
Antitrust violations as negligence/
Appointment of incompetent officers/
Assignability of actions against directors or officers/
Assumption of risk as defense/
Bank directors or officers employee supervision/
standard of care/
Banks/
Comparative fault/
defenses/
products liability/
Complaints alleging negligence, directors or officers/
Contracts limiting liability/
Contributory negligence as defense/
Crimes/
liability, officers or directors/
negligence/
Damages, directors or officers/
Defenses/
Directors/
duty of care/
Duty of care, officers and directors/
Environmental injury/
Exemplary damages/
Gross/
Health insurers/
Health maintenance organizations/
Hospitals/
Independent contractors, inherently dangerous work/
Inspection of books and records, directors or officers/
Investments by directors or officers/
Limitations of liability, prohibitions against/
Loans by directors or officers/
absentee directors/
age as defense/
consent to nonattendance at meetings as defense/
criminal liability/
custom or usage as defense/
defenses, -/
degree of care/
discovery/
domination by others as defense/
duty of care/
failure to attend meetings, /
fidelity bonds, defense to action/
good faith defense/
honesty as defense/
ignorance as defense/
illness as defense/
investments/
loans/
malfeasance/
meetings, failure to attend, /
misfeasance/
nonfeasance/
ordinary care standard, -/
outside directors/
protests against negligent acts as defense/
question of fact/
ratification, acts of codirectors/
standard of care/
statutes/
time of discovery/
usage or custom as defense/
Ordinary care standard, -/
Parent’s liability for acts of subsidiary/
Pledgee of stock/
Products liability/
warnings/
Punitive damages/
Question of fact/
Ratification/
Res ipsa loquitur/
Standard of care, business community standards/
Tort liability/
Trespass/
NEGOTIABLE INSTRUMENTS/
See also Checks/
Acceptance, implied powers/
Accommodation/
indorsements/
paper/
parties, ,/
Adverse claims, imputed knowledge or notice/
Agents/
execution/
indorsement/
Agricultural association, powers/
Authority to complete incomplete instruments/
Bank cashier/
Banks, powers/
Bona fide purchaser, imputed knowledge or notice/
Building and loan association, powers/
Business corporations, powers/
Consideration/
Consolidations, renewal notes/
Coupons/
De facto corporation, powers/
Defenses/
Direction to charge corporation, effect of/
Directors/
Electric light companies, powers/
Enforcement/
Evidence, parol evidence, -/
Express powers/
Finance company, holder in due course/
Foreign corporation/
Garnishments, property subject to being taken/
Gas companies, powers/
Illegality as effecting enforceability/
Implied powers/
limitations/
Incomplete instruments/
Indorsements/
agents/
as,’’ signature using word/
bank cashiers/
by,’’ signature with corporation name followed by/
directors, /
for’’ corporation, signature/
form/
implied powers/
I promise, effect of words/
liabilities of individual indorsers/
name of corporation following signature of officer/
officers/
bank cashiers/
per,’’ signature with corporation name followed by/
printed or written name of corporation at top or side of paper/
qualification, signature with/
corporation name followed by/
shareholders/
signature of corporation followed by name and title of officer/
we promise, effect of words/
Insurance companies, powers/
Invalidity of notes given for stock/
Knowledge of adverse claims/
Liability/
Limitations/
Loan companies, powers/
Manager of corporation, -/
Manufacturing corporation, powers/
Mechanical associations, powers/
Mergers, renewal notes/
Mining companies, powers/
Misappropriation as defense/
Name of corporation following signature of officer/
National banks, powers/
Notes/
given for stock, invalidity/
unauthorized, admissibility in evidence/
Notice of adverse claims/
Officers/
accommodation parties, , /
execution/
bank cashiers/
indorsements/
bank cashiers/
personal liability for signing/
purchases, bank cashiers/
sales, bank cashiers/
Parol evidence/
Power of corporation to execute/
Powers, /
agents/
bank cashiers/
officers/
Prohibitions/
Promise by corporation/
Promise in name of officers and officers/
Promissory notes, subscriptions to stock distinguished/
Purchases, bank cashiers/
Railroad companies, powers/
Receivers, power to execute/
Receiver’s certificates/
Religious corporations, powers/
Requisites of instrument/
Restriction on powers/
Sales, bank cashiers/
Savings banks, powers/
Shareholders/
Signatures/
Subscriptions to stock payments/
promissory notes distinguished/
Transfer companies, powers/
Transfer of paper/
Ultra vires as defense/
Unlawful dividends, enforceability of notes given/
NET EARNINGS/
See Dividends/
NET WORTH MEASUREMENT/
Excise taxes/
NEVADA/
Proxies/
Voting, proxies/
NEW HAMPSHIRE/
NEW JERSEY/
Uniform Fraudulent Conveyance Act, interpretation/
NEW MEXICO/
NEWSPAPERS AND NEWSPAPER COMPANIES/
Antitrust/
Newspaper Preservation Act/
Powers/
Purposes of incorporation manufacturing/
NEW TRIAL/
See Foreclosure of Mortgages NEW YORK/
Actions against foreign corporation/
Assignments for the benefit of creditors/
Board of directors, limiting authority/
Dividends, profits and surplus available/
Fractional shares, holders’ rights/
Nonprofit corporations board of directors/
director, defined/
Requirements, assignment for benefit of creditors/
Scrip, holders’ rights/
Stock certificates, issuance/
Voting, certificate holders’ right of inspection/
Voting trusts, validity of/
NEW YORK STOCK EXCHANGE/
Listing requirements/
Stockbrokers, civil liability/
NIMBLE DIVIDENDS/
See Dividends/
NONCOMPETITION COVENANTS/
See Covenants Not to Compete; Restrictive Covenants/
NONFEASANCE/
See Torts/
NONINCORPORATED FORMS OF BUSINESSES/
See Associations; Joint Stock Companies; Joint Ventures; Partnerships/
NONPROFIT CORPORATIONS/
See also Benevolent Associations, Corporations and Societies; Church Corporations; Educational
Corporations; Fraternal Associations; Hospitals; Literary Corporations; Membership Corporations;
Model Nonprofit Corporation Act; Religious Corporations; Revised Model Nonprofit Corporation
Act; Scientific Corporations Actions/
coparties/
plaintiff/
real parties in interest/
Agricultural purposes/
Antitrust, /
members and membership/
state laws/
Articles or certificate of incorporation admission to membership, /
approval/
cancellation/
contents/
delivery/
execution/
fees/
filing/
filing fees/
issuance/
members and membership, , /
revocation/
right of state under reserved power/
signatures/
verification/
Attributes, change ofmembership/
Benevolent purposes/
Books and records, members and membership/
Business or profit corporations, transfer assets/
Bylaws/
members and membership admission, /
forfeiture/
retention/
transferability/
proxy voting/
Change ofmembership/
Charitable purposes/
Classification/
Consolidations/
consent of members/
procedures/
Contracts, membership in corporation/
Cooperative/
disregarding corporate entity/
torts/
Cumulative voting/
Definition, /
Derivative actions/
standing to sue/
Directors/
appointment/
classification/
compensation/
election/
gross negligence/
immunities/
liability, executive committee actions/
meetings/
membership status/
number/
qualifications/
removal/
requirement/
resignation, effect on membership status/
staggered terms/
standard of care/
term of office/
torts/
vacancies/
Discrimination, members and membership/
Dissolution or revocation of charter death of members/
distribution/
distribution upon liquidation/
grounds for judicial dissolution/
property and conveyances/
withdrawal of members/
Distribution of earnings or profits/
Diversity of citizenship, alignment of parties/
Dividends/
Doing business/
Educational purposes/
meetings/
powers/
vacancies/
Federal Trade Commission, jurisdiction/
Fees/
Foreign corporations, /
Fraternal purposes/
Immunities/
Incorporation/
fees/
Incorporators/
Indemnification/
Insolvency, definition/
Joinder of parties/
Kinds or types/
Liability of directors, executive committee actions/
Literary purposes/
Mandamus, as subject to/
Meetings of directors/
Meetings of members calling of meetings/
power to call/
notice/
proxy voting/
voting/
waiver of objections to irregularities/
written consent in lieu of meeting/
Members and membership/
admission/
articles or certificate of incorporation provisions, , /
books and records/
bylaws/
certificate of membership/
change as attribute of corporate entity/
contracts/
death/
directors/
election/
exclusion/
expiration/
forfeiture/
incorporators/
loss of membership/
property rights/
proxy voting/
qualifications/
Members and membership/
renewal/
resignation/
retention/
right to vote/
surrender/
transfer of membership/
withdrawal/
Mergers/
Nonvoting members/
Officers/
appointment/
compensation/
election/
gross negligence/
removal/
required/
term of office/
torts/
Parties to actions/
indispensable/
joinder/
necessary and proper/
plaintiff/
Pensions/
Powers/
individual member, derivative rights/
membership/
Professional associations/
Profit corporations distinguished/
Property/
members’ rights and interests/
transfers/
Proxy voting/
agricultural/
benevolent/
charitable/
cooperatives/
educational/
fraternal purposes/
literary/
religious/
scientific/
social purposes/
Real property purchases/
Registered office/
Religious purposes/
Restraints of trade, members and membership/
Sale of all or substantially all property/
Sale or transfer of property and assets/
Scientific purposes/
Social purposes/
Special meetings/
Torts, /
charitable character of corporation/
choice of law/
complete exemption/
execution against property/
false imprisonment/
immunity theories/
implied assent/
public policy/
trust fund/
waiver/
insurance, effect/
libel and slander/
qualified immunity/
revenue from properties/
state law governs/
statutory immunity/
third persons/
trustees’ liability/
Transacting business/
Transfers of all property/
Trustees/
Ultra vires acts/
Ultra vires as to/
Voting/
cumulative voting/
membership books, entries as determining right/
members’ right/
right to vote/
NONRESIDENT CORPORATIONS/
Attachment, foreign corporations/
Creditors’ bills, prior judgment and execution/
Garnishments/
Nonresident motorist, jurisdiction/
NONRESIDENTS/
Actions against foreign corporations/
Creditors, validity of giving resident creditors priority/
Directors, negligence defense/
Garnishments/
bank deposits/
garnishees/
Nonresident motorist, jurisdiction/
Shareholders’ liability as affected by transfer of stock/
Situs of stock/
Venue under state statutes/
NONSTOCK CORPORATIONS/
See also Nonprofit Corporations Actions, coparties/
Assessments on full paid stock/
Books and records, right to inspection/
NO-PAR-STOCK/
See Stock/
NORTH CAROLINA/
NORTH DAKOTA/
Preferences of creditors validity/
NOTARY/
Acknowledgments/
NOTES/
See also Promissory Notes Comakers’ liability/
Trust Indenture Act of /
NOTICE OF ACTION OR CLAIM/
Condition precedent/
Dissolution proceedings/
Imputed to corporation/
Lis pendens, notice of pendency/
NOTICES/
See also Knowledge; Notice to Officers or Agents; Notice to Shareholders; Subscriptions to Stock;
Waiver/
Adjourned meetings of shareholders/
Assessment full-paid stock/
meeting notice/
Attachment of stock/
Corporate powers, extent/
Default/
Directors, publication/
Dissolved corporation, service/
Due process/
Executions stock/
False statements, liability of officers or directors/
Federal securities laws, notice of meeting/
Fidelity bonds default/
misconduct of insured/
stock/
Initial meeting of incorporators/
Levy on stock/
Limitations imposed by charter and general laws/
Mailing, proof/
dissenting shareholders/
lien notice to constituent/
Notice by electronic transmission/
Officers, false statements or representations/
Options to purchase stock, intent to exercise/
Priority of receiver’s certificate as affected by want of certificates/
existing lienholders/
Promoters, imputation to corporation/
Proof of mailing or receipt/
Proxy, notice to shareholder/
Publication, notice of meeting/
Publication by directors or officers/
Receipt of notice, proof/
Receivers/
application for appointment/
proceedings for appointment/
sales/
Receivership proceedings creditors/
declaration of dividend/
presentation of claims/
Regulated industries, due process/
Reports, failure to file/
Sale/
assessment, collection/
corporate property/
pledged stock/
Seizure of goods in transit, duty of carrier/
Service of process, liens/
Shareholders/
derivative actions/
meeting/
adjournments/
Time of notice/
Transferee of stock, when chargeable/
Transfer of stock/
executors and administrators, notice to corporation/
liens on stock/
options to purchase, intent to exercise/
restrictions/
trustee, notice to corporation/
trustee,’’ use of word as notice/
NOTICE TO OFFICERS OR AGENTS/
Accrual of action/
Actions/
Adverse claims/
Adverse interest of officer or agent/
Agency/
applicability of principles/
necessity of relationship, , /
termination/
Arson/
Assistant secretary of corporation/
Attorneys/
Bankruptcy/
Banks/
adverse interest of officer or agent/
bookkeepers/
cashiers/
president of bank/
tellers/
Banks and banking corporations, /
Bookkeepers/
Brokers/
Cab drivers/
Casual knowledge/
Chargeable to corporation another corporation/
attorneys/
banks/
insurance agents/
promoters/
Claim agents/
Claims/
Clerks/
Close corporations/
Collectors/
Collusion, reliance on notice/
Common officers of two corporations/
Conductors/
Constructive notice/
co-officers or co-agents/
Contracts/
Controllers/
Co-officers or co-agents as bound, /
Crimes, /
Defective products/
Directors/
co-directors as individually bound/
imputed to board or corporation, /
Disclosure to corporation presumptions/
stipulation against/
Embezzlement/
Employee conduct/
Employees/
Encroachments on property/
Engineers/
Evidence/
Exceptions to rules governing/
Execution of corporate instruments, unauthorized/
Execution sale/
Fidelity bonds, misconduct of insured/
Foremen/
Fraud/
officer or agent upon corporation/
officer or agent upon third parties/
Freight agents/
General rules governing/
Good faith, reliance on notice/
Identical and interlocking companies/
Improvements to corporate property/
Incorporators/
Individual capacity, -/
Insolvency/
Inspectors/
Insurance companies, , , , /
Interests in property/
Janitors/
Joint interests, effect/
Knowledge distinguished/
Lack of notice/
Lease terms/
Liquor licensees/
Loan, illegal purpose/
Lumber companies/
Managers of corporation/
Marine superintendent/
Medical personnel/
Messengers/
Mine bosses/
Negligence/
Negotiable instruments, adverse claims/
Officer as individually bound/
Official capacity, -/
Outside scope of duties, -/
Parent or subsidiary corporations/
Partnership dissolution/
Pendency of action/
Physicians/
Pledges of stock/
Presumptions/
disclosure to corporation/
Private capacity, -/
Product defects/
Property, adverse claims/
Purchases/
Purchasing agents/
Railroads and railroad companies, /
Regulatory violations/
Reliance on notice/
Reorganization of corporation, effect/
Rules governing/
Sales/
Secret processes/
Service of process/
Shipping agents/
Sole actor doctrine, /
Sole shareholders/
Station agents/
Stipulation against communication/
Stockbrokers/
Superintendent of corporation/
Termination of office or agency/
Timekeepers/
Time of receipt, -/
Torts/
Transfers of stock/
Usurious payments/
Vice-president corporation/
Want of notice/
Watchpersons/
NOTICE TO SHAREHOLDERS/
Corporation as bound/
Imputed notice/
Imputed to corporate entity/
Imputed to corporation/
sole shareholders/
NOVATIONS/
Contracts/
Foreign corporations, activity as doing business/
Individual or partnership obligations, novation upon incorporation/
Preincorporation contracts/
Promoters’ contracts/
NUISANCE/
Actions, venue/
Charitable corporations, liability/
Criminal liability corporation/
Damages, corporate liability/
Liability of directors or officers civil/
criminal/
Shareholders’ suits for abatement, direct actions/
Tort actions/
OATH OF OFFICE/
See Officers and Agents/
OBJECTS AND PURPOSES OF INCORPORATION/
Powers, leases/
OCCASIONAL ACTS/
Doing business within state/
process statute/
OCCUPATIONAL SAFETY AND HEALTH ACT/
Director and officer, liability criminal prosecution under state laws, preemption/
Preemption of state laws or regulations, directors’ or officers’ criminal liability/
OCCUPATION TAXES Double taxation/
Excise vs property tax/
OFFICE/
OFFICERS AND AGENTS/
See also Appointment of Officers; Bank Officers; Chief Executive Officers; De Facto Officers;
Elections of Officers; Executive Officers; Managers; Presidents; Salaries and Other Compensation/
Absences as grounds for removal/
Acceptance of office/
Accommodation party/
bribes/
consideration for surrender of office/
contracts/
gifts/
good faith/
inventions/
leases/
loans/
office, surrender for consideration/
patents/
payments by third parties to director/
payments by third parties to officer/
remedies/
corporate property/
stock/
speculating with corporate funds/
trade secrets, use/
trust property/
ultra vires acts/
Acknowledgments/
Acting for two corporations/
Actions against/
abatement/
accrual of cause of action/
assignability/
assignees, /
assumpsit action/
attachment/
attorneys’ fees/
burden of proof/
complaints/
conflicts of law/
corporation/
costs/
counterclaims/
creditors, -,,, /
mismanagement/
ultra vires acts/
damages/
defenses/
creditors’ suits/
decrees/
tort actions/
estoppel/
evidence/
execution/
foreign states/
conflicts of law/
form of action/
indemnification for costs or expenses/
intervention/
judgments/
jurisdiction/
jury trial/
laches as precluding/
adverse domination doctrine/
nonresident officers/
parties/
defendants/
co-officers/
corporation/
receivers/
shareholders/
intervention/
joinder/
misjoinder/
multifarious/
plaintiffs/
plaintiffs, necessary or proper/
pleadings/
premature actions/
presumptions/
profits, recovery/
punitive damages/
receivers, /
remedies, election/
res judicata, /
revival/
setoff of claims/
shareholders, , , /
dividends, actions to compel declaration and payment/
tort actions, equity jurisdiction/
venue of actions/
violation of contractual obligation/
Actions by and against corporation conflict of interest/
officers as witness, compelling production/
want of officers/
Acts/
authority exceeded/
Affidavit/
power to make, averment why not made by officer/
Agency, evidence/
relationship/
disclosure/
Agents distinguished/
Agricultural associations and corporations/
Antitrust laws, personal liability/
Apparent powers or authority/
abuse/
actual powers or authority distinguished/
contracts, deprivation of benefit/
definition/
elements/
estoppel to deny/
evidence/
existence/
general rules/
Apparent powers or authority/
third parties dealing with officer/
leases/
necessity of writing, leases/
proof/
ratification/
reliance on powers or authority/
representations of officer/
statutory definition/
Appeals, right/
Appropriation of corporate property, debts owed to officer as creditor/
Approval, necessity/
Assault/
Assets of corporation, misappropriation, conversion or diversion of/
Assignments, conflicts of interest, /
Attachment/
deposits made in bank/
enforcement of liability/
service of process/
Attachment of property, actions to enforce personal liability/
Attorneys/
employment, authority or power/
Authority/
abolition of office, effect/
abuse/
apparent/
borrowing money/
burden of proof/
bylaws as notice/
classification/
commercial paper, -/
consent to ultra vires acts/
contracts/
corporation, /
custom or usage/
delegation/
emergency/
lifetime contracts/
medical personnel/
physicians/
surgeons/
estoppel to deny/
evidence/
execution of corporate documents/
express/
guaranty contracts/
inherent/
issuance of stock/
jointly conferred/
kinds/
leases/
medical personnel, employment/
mortgages/
notice/
personal use of corporate assets, /
pledges/
power of attorney, effect/
presumptions/
promissory notes/
proof/
ratification/
release of contracts/
reliance on authority/
special agency/
termination/
to accept service, agents for de facto corporation/
transfer of duties to another officer/
usage or custom/
Bankruptcy, personal/
Bankruptcy of corporation duties and liabilities, personal liabilities/
indemnity claims/
trustees, enforcement of officers’ liabilities/
wage claims/
Banks and banking corporations, knowledge/
Bond/
acceptance/
breach/
cancellation/
change of duties, effect/
claims, presentation/
construction/
contents/
default, notice/
defenses, actions to enforce liability/
directors sureties/
directors’ negligence as defense/
discharge of sureties/
discovery of loss/
duration of liability/
evidence, actions to enforce liability/
execution/
filing/
form/
fraud in procurement/
interpretation/
liability, , , -/
limitation/
losses/
misconduct, notice/
necessity/
notice/
default/
misconduct/
pleadings, actions to enforce liability/
power to take/
promotions, effect/
recording/
release of sureties/
renewal/
Bonus compensation, excessiveness as misappropriation or conversion/
recovery from officers/
Books and records/
admissibility in evidence, /
duties and liabilities/
false entries, /
powers and duties/
Borrowing money, authority/
Breach of duty/
salary and compensation, forfeiture/
waiver of claim/
Bribes, accounting to corporation/
Burden of proof/
dealings of directors or officers with corporation/
embezzlement/
burden of proof/
duty of care/
general duties and liabilities/
investments/
loans/
Business trust, officers/
Bylaw provisions limiting liability/
Bylaws/
affecting statutory selection and powers and duties/
binding effect/
eligibility/
powers or authority, notice/
qualifications/
regulations/
Cancellation of contracts, conflicts of interest/
Capacity, representative or individual commercial or negotiable paper/
parol evidence, admissibility to explain/
CERCLA liability/
Certification of documents/
gross negligence/
torts/
treasurer/
Checks, payment of personal debts/
Chief executive officers compromise/
powers/
settlement/
Claims/
purchase at discount/
fiduciary relationship, necessity/
insolvency of corporation, effect/
purchasing bonds, less than par/
between corporation and officers, setoff of claims between corporations/
Classification/
Close corporations authority, notice/
knowledge imputed to co-officers/
notice of powers or authority co-officers/
College professors/
Commercial paper/
execution/
indorsement/
Common-law liability/
Compensation/
absence from employment/
bankrupt corporations/
wage priorities/
bonuses/
cash compensation/
changes/
compensation committee/
de facto officers/
deferred compensation/
directors serving as officers, /
entertainment expenses/
expenses incurred, recovery/
extraordinary services/
extra services/
federal statutory limits, SarbanesOxley Act/
forfeiture for breach of duty/
form/
golden parachutes/
holding over/
incentive compensation/
incentive stock options/
increases/
living expenses/
pension plans/
perquisites/
phantom stock/
power to fix/
recovery from officers/
reductions/
reelected officers/
right to compensation/
securities laws and regulations asset freeze to prevent/
disclosure/
Sarbanes-Oxley Act/
shareholders’ power to fix/
special services/
stock appreciation rights (SARs)/
stock compensation/
stock option backdating/
stock option plans/
stock options/
supplemental benefits/
time of fixing/
travel expenses/
unusual services/
vacations with pay/
Competition company/
corporation/
Concurrent offices/
breach of duties/
approval of transactions/
assignments/
competing business/
condition precedent for rescission, return of consideration or payment for benefits received as/
contracts, /
contractual obligations/
corporation transactions/
disinterested officers participation/
fairness, /
fraud/
governing law/
instructions of superior officer/
judicial scrutiny/
laches as precluding challenge to transactions/
law governing/
leases/
loans to officers/
patents/
ratification of transactions, , -/
remedies/
rescission, return of consideration or payment for benefits received as condition precedent to/
sales/
voidability of transaction/
Consent to acts/
appropriation of corporate assets/
liability of upon consent/
ultra vires acts/
Consideration for stock adequacy of directors’ consideration/
services of officers/
Consolidations liabilities/
Conspiracy/
Contempt, liability/
following orders/
Contracts/
approval by specified officers/
cancellation/
illegal/
majority shareholders-officers/
authority to enter/
cancellation/
employment, /
enforceability/
execution of contracts/
liability/
authority of corporation to do business/
authority to act/
construction in favor of officer/
express agreements/
inducing corporation to breach/
mutual mistake as to authority/
pretended corporation/
ratification of contract/
signature on contract, individual or representative capacity, /
power to enter/
profits/
public policy, contracts contrary to/
secrecy as contrary to public policy/
ratification/
release/
signing/
ultra vires/
mutual mistake as to authority/
ratification/
remedies/
Contribution among officers/
illegal acts or transactions/
statutory violations/
complaint alleging conversion/
consent/
creditors’ suits/
criminal liability/
damages/
personal/
evidence/
interest payments/
liability extent/
ownership of all stock/
debt payments/
presumptions/
question of fact/
ratification/
sales of property/
shareholder consent or ratification/
stock transactions/
Conversion of third party’s property/
trust funds/
Copyright, infringement/
jurisdiction/
torts/
Corporate intent, methods of proof/
exceptions/
financial inability of corporation/
legal barriers to corporation/
Corporate property sales/
conversion/
misappropriation/
real property/
Course of employment, defined/
breach/
restraint of trade/
Creditors/
actions against officers/
fraud/
mismanagement/
ultra vires acts/
proximate cause/
estoppel/
security for payment of debts/
subrogation/
antiracketeering laws/
conspiracy/
evidence/
embezzlement/
burden of proof/
defenses/
evidence/
instructions/
jury instructions/
presumptions/
employee injuries/
false pretenses/
certification of corporate documents/
criminal liability/
equitable remedies/
notices/
remedies/
reports/
federal preemption/
fraud/
libel/
licensing violations/
misrepresentations/
negligence/
penalties/
Racketeer Influenced and Corrupt Organizations Act, /
reckless disregard, penalties/
Securities Exchange Act of , Sarbanes-Oxley Act of /
unlawful and excessive borrowing/
willful conduct, penalties/
workplace safety/
Customer lists or accounts duties/
Debts, personal payment/
corporate checks or notes, use/
Debts of corporation assumption/
damages/
defenses/
guaranty/
liability, /
express agreements/
liability, statutory/
bankruptcy, taxes/
exceeding debt limits, , -,,/
reports, failure to file/
taxes/
payment/
Defenses, negligence/
inexperience/
nonresidence/
Defenses to liability advice of counsel/
embezzlement/
estoppel/
release of claims/
waiver of claims/
Delaware General Corporation Law/
Designation/
Directors/
individual directors acting on behalf of corporation/
officers as including directors/
serving as officers/
Discharge, statutory liabilities/
Disclosures, corporate opportunities/
Disqualification/
bond, statutory provisions/
debts of corporation, liabilities/
duties/
effect, powers and liabilities of officers and agents/
resignation, removal, death or want of officers/
selection/
statutory liabilities of directors, effect of dissolution/
trustees for winding up director-trustees/
former officers and directors as receivers/
receivers/
statutory liquidators/
Distinguished from corporate entity, , /
Duties/
accounts/
bank officers, duty of care/
breach, ,/
compensation, forfeiture/
damages/
remedies/
special duty, tort liability/
care/
bank officers/
limits on duty/
contracts inducing disregard/
customer lists/
damages for breach/
evidence/
former officers/
inside information/
/
neglect/
noncompetition/
proof/
agency transaction/
majority rule/
minority rule/
special facts or circumstances doctrine/
resignation of office/
termination of office/
trade secrets/
Duty of care breach/
proximate cause/
merits of decision/
rational basis for decision/
reasonableness of decision/
substance of decision/
Eligibility/
liability of ineligible officers/
Elimination of office, effect on liabilities or duties/
Embezzlement/
Emergency powers or authority/
Employee benefit plans injuries/
labor laws/
supervision/
negligence/
standard of care/
Employee status/
recruitment for competitor/
Social Security Act/
Unemployment Compensation Act/
Workers’ Compensation Acts/
Employment/
attorneys/
authority or power/
medical personnel/
physicians/
surgeons/
discrimination, liability/
Enforcement of liability of officers/
Environmental laws, liability/
Estoppel/
authority or powers, denial, /
dealings with corporation or property, attack/
deny corporate existence criminal prosecution/
precluding suits against, /
Evidence/
embezzlement/
fidelity bonds/
powers or authority, , /
resignation/
authority, /
capacity, representative or individual/
comakers of negotiable paper/
disclosure of principals/
estoppel to deny validity of contract/
parol evidence/
admissibility/
ambiguity/
capacity of indorser/
personal liability for company’s debts and obligations/
signatures/
Executions against corporate property enforcement of personal liability/
Executives/
Favoring shareholders/
Fiduciary duties and relationships/
accounts/
breach, , , ,-, /
competing business/
damages/
remedies/
close corporations/
customer lists/
damages for breach/
dual roles, officers and directors/
employees/
inside information/
noncompetition/
agency transaction/
majority rule/
minority rule/
resignation of office, effect/
shareholders/
takeover attempts/
termination/
to individual/
trade secrets/
ultra vires acts/
Financial statements of corporation, liability/
criminal/
First officers/
Foreclosure of mortgages, who may purchase/
liability for acting in behalf of unqualified corporation/
personal liability, /
residing or meeting in state as doing business/
Forgery of stock certificates/
Former officers, liabilities or duties/
Fraud, /
acts for own benefit, liability/
transfers of property, criminal liability/
burden of proof/
concealment/
creditors’ suits/
criminal liability/
election of officers/
equitable remedies/
evidence/
false statements or representations creditors’ suits/
criminal liability/
equitable remedies/
ratification/
remedies/
fidelity bonds, procurement/
issuance of stock/
presumptions/
procuring officer’s presence in/
state as affecting service/
ratification/
remedies/
sale or purchase of stock/
transfers of corporate property and stock, bankruptcy of corporation/
Garnishment/
deposits made in bank/
proceedings, property held by officer or agent/
service of process/
Gifts, accounting to corporation/
Golden parachutes/
Good faith, burden of proof/
Goodwill of corporation, liability for injury/
Gross negligence/
Guaranty/
agreements/
contracts/
Hazardous waste laws, liability/
Holding over, compensation/
Honesty, burden of proof/
Illegal acts or transactions/
contracts inducing disregard of duties/
contribution among officers/
Illegality of election, effects on liability/
Illness as grounds for removal/
Impeachment through criminal/
conviction of corporation/
Implied authority or powers, admissions and declarations/
Implied powers or authority/
Incidental powers or authority/
Incurring debts in excess of debt limit, /
defenses/
Indemnification/
shareholders’ derivative proceedings/
Individual acts/
Uniform Commercial Code, president of corporation/
Uniform Fiduciaries Act, president of corporation/
Ineligibility/
Infringement of intellectual property rights/
Inherent powers or authority/
Initial/
Injunction/
decrees or orders as binding/
title to office/
Insider trading/
Insolvency of corporation accounting for profits/
purchases/
statutory liabilities of directors, effect of insolvency/
Institution of suit, powers/
Insurance/
knowledge imputed to company/
notice imputed to company/
Interest payments/
Interference/
business relationships, personal liability/
contractual relations/
Intracorporate conspiracy doctrine, /
Invasion of privacy/
Inventions, rights/
Investments/
breach of duties/
duties, breach/
liability/
negligence/
conversion/
forgery/
fraud/
misappropriation/
signature of officer/
tort-feasor/
Judgments/
favorable to corporation, effect on liability/
officers/
removal, shareholders’ derivative actions/
Judgments against corporation, liability/
Jurisdiction/
nonresidents/
officers/
removal/
Knowledge, proof/
Labor law liability/
Labor-Management Relations Act, liability/
Laches/
actions against/
precluding actions against, purchases of property at forced sales/
Leases/
authority/
officer to corporation/
power/
Liabilities/
acceptance of office/
acts of co-officers or subordinate officers and employees/
Briggs case/
acts of co-officers or subordinate officers and employees/
grounds/
insurer, higher officer is not/
isolated acts/
knowledge of wrongdoing/
reliance on reports from officers, committees, and professionals/
reports from officers, committees, and professionals, reliance on/
torts/
antiracketeering laws, /
antitrust law/
appointment of receiver, effect, /
assault/
banks, lost loan/
burden of proof/
bylaw provisions limiting liability/
CERCLA violations/
common-law/
consent to officers’ acts or transactions/
constructive fraud/
contempt of court/
contracts/
contribution among officers/
conversion/
corporate funds/
third party’s property, , /
copyright infringement/
corporate books and records, destruction/
corporate judgment creditors/
corporate taxes/
covenants not to compete, inducing breach/
creditors of corporation/
criminal/
preemption by federal statute/
workplace, against employees/
debts of corporation, ,/
defenses/
destruction of books and records/
directors/
election to office, effect/
eligibility to hold office, effect/
employees/
injuries/
supervision/
enforcement/
accrual of cause of actions/
assumpsit action/
attachment/
attorneys’ fees/
burden of proof/
complaints/
corporation/
costs/
counterclaims/
creditors, ,/
damages/
decrees/
defenses/
estoppel/
evidence/
execution/
foreign states/
form of action/
intervention/
joinder of parties or causes of action, ,/
judgments/
jurisdiction/
jury trial/
laches/
parties/
premature actions/
presumptions/
punitive damages/
receivers/
res judicata/
revival of action/
setoff of claims/
shareholders/
standing to enforce/
venue of actions/
estoppel/
bring suit/
denying corporate existence in proceedings to enforce/
enforcement of statutory liability/
evidence/
excessive loans/
false document, statement, account, notice or report/
false pretenses/
financial statements of corporation/
foreign corporation transacting business without authority/
fraud/
fraud in the inducement of contract/
goodwill of corporation, injury/
guaranty contracts/
illegal officers’ election/
inducing breach of covenants not to compete/
inducing corporation to breach contracts/
infringement of intellectual property rights/
injuries/
corporation, necessity/
corporation’s goodwill/
employees, ,/
insider trading/
jurisdiction/
interference/
business relationships/
contractual relations/
prospective business advantage/
invasion ofprivacy/
investments/
joint or several liability/
judgments/
judgments favorable to corporation/
unfavorable to corporation/
labor laws/
laches as precluding suits against directors/
libel/
licensing of corporation/
loans/
malfeasance/
mines, prospecting for ore/
misfeasance/
mismanagement, -/
National Bank Act/
negligence/
negligent misrepresentation/
noncompliance with statute in creation or organization of corporation/
nonfeasance/
notice of election to office, necessity/
patent infringement/
presumptions/
profits of corporation, actions to recover/
prohibited acts/
public utilities bonds, sale of void/
ratification of officers’ acts or transactions/
RCRA violations/
receivers/
actions to enforce, ,, /
reports, failure to make/
safe workplace statutes/
status as officer, effect/
statutory/
statutory fraud/
amendment or repeal of statute creating liability/
refusal to allow inspection of books and records/
suspended or forfeited corporations/
taxes/
termination of office/
torts, , -/
trademark infringement/
trade name infringement/
trespass/
ultra vires acts/
unfair competition/
workplace safety/
Libel, civil liability/
Licensing of corporation, powers and liability/
Life term/
Lifetime employment contracts, authority to enter/
bylaw provisions limiting liability/
Loans, powers and liabilities, /
breach of duties/
negligence/
Loans by officers/
Loans from corporation/
Loans to officers/
Long-arm jurisdiction over officers/
Lumber companies, notice imputed to corporation/
Majority shareholder-officers, contracts/
Malfeasance, personal liability/
Management of corporate affairs failure to devote time/
Management of litigation, powers/
Medical personnel, employment, /
Meetings/
doing business in foreign state/
shareholders, calling of meetings duty to call/
power to call/
Mergers/
breach of duties/
duties/
fiduciary duties/
liabilities/
acts of predecessor/
fraud/
Mining companies/
Misappropriation of assets, /
bonus compensation, excessive/
complaint alleging misappropriation/
consent/
creditors’ suits/
criminal liability/
damages/
personal/
evidence/
interest payments/
debt payments/
presumptions/
question of fact/
ratification/
sales of property/
shareholder consent or ratification/
stock transactions/
Misconduct/
Misfeasance, personal liability/
Mismanagement/
creditors’ suits, -/
Model Business Corporation Acts appointment/
concurrent offices/
directors distinguished/
duties/
election/
employee status/
multiple offices/
removal/
required officers/
resignation/
Model Nonprofit Corporation Act election/
required officers/
term of office/
Mortgages authority/
deeds of trust/
securing debts, power of officers or stockholders/
power/
security for loans to corporation/
Multiple offices/
Necessity/
Necessity of office/
Neglect of duties/
Negligence/
admissions or declarations/
complaint alleging negligence/
criminal liability/
damages/
defenses/
inexperience/
lack of experience/
nonresidence/
discovery/
employee supervision, /
excuses, ,/
investments/
loans/
malfeasance/
misfeasance/
nonfeasance/
question of fact/
time of discovery/
as comakers of note/
execution/
indorsement/
liability/
parol evidence, admissibility to explain ambiguity/
Noncompetition/
Noncomplying foreign corporation, personal liability of officers of to third persons/
Nondirector officers/
Nonfeasance, personal liability/
Nonprofit corporations appointment/
compensation for services/
election/
gross negligence/
indemnification/
removal/
required officers/
term of office/
Nonresident officers actions against/
jurisdiction over/
negligence defense/
actual/
adverse interests/
bylaws/
constructive/
co-officers/
extrinsic facts/
publication, false statements or representations/
shareholders/
Nuisances caused by corporation, liability civil/
criminal/
Oath of office/
Office, necessity/
OSHA liability, preemption of state liability/
Ostensible authority, service of process/
Parent and subsidiary corporations, notice imputed/
Patent/
infringement/
rights/
Payments/
corporate debts/
personal debts/
corporate checks or notes, use/
Payments for stock adequacy of directors’ consideration/
Pension and profit-sharing funds/
Personal or corporate liability on contracts executed/
Personal use of corporate funds and assets, personal/
acquiescence by corporation/
debts/
expenses/
liability for misappropriation or conversion/
Pledges, power and authority/
property/
Possession of corporate property/
Powers/
abolition of office, effect/
abuse/
allegations as to in complaints/
apparent/
borrowing money/
burden of proof/
bylaws as notice/
classification/
commercial paper/
execution/
consent to ultra vires acts/
contracts of corporation, , /
custom or usage/
delegation/
emergency/
attorneys/
medical personnel/
physicians/
surgeons/
estoppel to deny/
evidence, , , /
express/
guaranty contracts/
inherent in office/
issuance of stock/
jointly conferred/
kinds/
lack of authority/
leases/
litigation/
mortgages/
negotiable instruments accommodation party/
execution/
notice/
personal use of corporate assets, /
pledges/
power of attorney, effect/
presumptions/
promissory notes/
execution/
proof, , /
ratification/
release of contracts/
reliance on powers/
signature of contracts/
special agency/
termination/
transfer of duties to another officer/
usage or custom/
Preincorporation contracts, adoption or ratification/
embezzlement/
Professors, college or university/
actions to recover/
bribes/
consideration for surrender of office/
contracts/
gifts/
good faith/
inventions/
leases/
loans/
office, surrender for consideration/
patents/
payments by third parties to director or officer, -/
remedies/
sales/
corporate property/
property to corporation/
speculating with corporate funds/
trade secrets, use/
trust property/
ultra vires acts/
Promissory notes/
execution/
Promoters’ contracts, adoption or ratification/
Proof of official position/
Publication of notices, false statements or representations/
Public corporations, Sarbanes-Oxley Act of/
Purchases, claims against corporation/
execution and judicial sales/
breach of trust/
good faith purchase, -/
laches as precluding challenge/
ratification/
execution and judicial sales/
receiver’s property/
remedies/
satisfaction or protection of secured debt/
voidability, -/
real property/
tax sales/
Purchases of stock/
concealment/
damages/
fraud/
insider trading/
payments, adequacy of directors’ consideration/
agency transaction/
Qualifications/
Qualified privilege/
complicity of corporation/
Railroad lessors, lessee or tenant as agent for lessor/
Railroads and railroad companies, knowledge/
Ratification/
acquiescence/
board of directors’ ratification/
effect of ratification/
manner of ratification/
relation back of ratification/
contracts/
acquiescence/
board of directors’ ratification/
fraud/
liability of officers upon ratification/
torts/
ultra vires acts/
RCRA liability/
RCRA violations, liability/
Receivers/
actions against officers/
appointment by consent/
compensation, agreements, /
enforcement of officers’ liability/
grounds for appointment, lack of governing officers/
service of process/
Receivership, affecting rights and powers/
Reelected officers, compensation/
Regularity of acts, presumptions/
Reinstatement/
Releases of liability judgments against directors/
statutory liabilities of officers/
Remedies/
against officers/
against promoters of corporations/
against stockholders/
fraud/
members’ right to bring action/
subscription agreements/
unlawful dividends/
Removal/
absences as grounds/
attorney general/
cause, /
concurrent offices as grounds/
courts, jurisdiction/
directors, removal by/
discretionary power of directors/
duties of former officers/
effect/
equity jurisdiction of courts/
executive committees, powers/
grounds/
hearing/
illness as grounds/
liabilities of former officers/
Removal/
multiple offices as grounds/
notice/
parties in interest/
power to exercise/
president’s power/
procedure/
public interest/
quo warranto to compel reinstatement/
reinstatement/
remedies for wrongful removal/
shareholders’ derivative actions, judgment/
wrongful removal/
Reports/
annual reports/
corporate reports/
failure to make/
financial statements/
Secretary of State, annual report for/
Repossession of corporate property from officer/
Required officers/
Residing or meeting in state as doing business/
Resignation/
acceptance/
duties of former officers/
effect/
effective date/
evidence/
form/
liabilities of former officers/
liability upon acceptance/
notice/
oral/
pecuniary consideration, validity/
proof/
right/
termination of fiduciary relationship/
written/
Restrictive covenants against competition, /
Revised Model Nonprofit Corporation Act, required officers/
Right to bring action, receivers/
Rival business/
Rule b-/
liability, damages/
Safe-workplace statutes, liability/
Sale of consigned goods, misapplication of proceeds/
Scope of authority, defined/
Seal of corporation, burden of proof/
Secured creditors, rights as secured creditor/
Secured loans to corporation/
Securities laws violations blue sky laws/
damages/
venue of actions/
Service of process/
agent for de facto corporation/
resignation, fraudulent resignation/
termination of representative capacity/
Severance benefits/
Shareholder-officers, majority shareholders/
Shareholders/
authority to act for corporation/
conflicts of interest transactions, ratification or approval, , /
favoring certain shareholders/
interested director transactions, ratification or approval/
interested officer transactions, ratification or approval/
Shareholders, duties and liabilities of officers/
actions to enforce, /
excessive compensation/
agency transaction/
concealment/
agency transaction/
majority rule/
minority rule/
fraud/
Shareholders’ derivative actions indemnification of litigation expenses/
judgments, removal/
officer as plaintiff/
standing to sue/
Shareholders’ statutory liability, right of corporate officers to enforce/
Short swing trading, /
Signatures/
certificates of stock, /
designation of title of signing/
officer, wanting or insufficient/
parol evidence/
Slander, liability/
Social security benefits/
Speculation with corporate funds/
causation, bank officers/
Statutory liability/
amendment of statutes/
bankruptcy, taxes/
bankruptcy of corporation, effect, /
burden of proof/
certification of documents/
common-law, complementation of/
common-law liability as precluded/
complementation of common-law/
Comprehensive Environmental Response, Compensation, and Liability Act/
constitutionality/
contractual in nature/
contribution, -/
creditors’ suits/
criminal/
defenses/
advice of counsel/
estoppel/
release of claims/
waiver of claims/
embezzlement/
enforcement/
accrual of cause of actions/
assignees/
attachment/
attorneys’ fees/
bankruptcy of corporation, effect/
burden of proof/
complaints/
costs/
counterclaims/
creditors/
damages/
decrees/
defenses, /
dissolution of corporation, effect/
estoppel/
evidence/
execution/
foreign states/
intervention/
judgments/
jury trial/
laches/
limitation of actions, -/
nonexistence of corporation, effect/
parties/
pleadings/
presumptions/
punitive damages/
release of claims/
renewal of cause of action/
res judicata/
revival of action/
running of statute of limitations/
setoff of claims/
shareholders/
statute of limitations, -/
venue of actions/
waiver of claims/
environmental torts/
estoppel/
evidence/
executions against corporate property/
exemption/
fraud/
hazardous waste laws/
incurring debts in excess of debt limit, ,-/
injury or loss as essential to enforcement/
labor laws/
Labor-Management Relations Act/
loans to officers/
misconduct/
nature of liability/
neglect of duties/
negligence/
nonexistence of corporation, effect/
notices, publication/
penal in nature/
presumptions/
release of claims/
remedial character/
repeal of statutes/
reports/
Resource Conservation and Recovery Act/
shareholder, as officer or agent/
taxes/
waiver of claims/
withholding taxes/
Stock issuance/
forgery/
signature of officer/
conversion/
fraud/
misappropriation/
Stock sales or purchases accounting for profits/
concealment/
consideration for stock adequacy of directors’ consideration/
services of officers/
corporation purchasing from officers/
damages/
fraud/
insider trading/
payments for stock adequacy of directors’ consideration/
services of officers as consideration/
Subordinate, admissions and declarations/
Subrogation rights as creditors/
amount of subscription, liability to creditors/
calls, /
declarations or reports, proof/
fraud or false representations by officers/
release/
special terms, authority to make/
Successor corporations, authority, notice/
Supervision of employees master and servant relationship/
negligence/
standard of care/
Suretyship or guaranty, benefit to maker/
Surgeons, employment/
Tax liability/
advice of counsel as defense/
defenses, advice of counsel/
penalties/
Term of office/
absences, effect/
annual salary as basis/
coextensive with directors/
concurrent offices, effect/
directors’ terms as coextensive/
holding over/
life/
multiple offices, effect/
Title or right to corporate office, quo warranto to determine/
estoppel to deny corporation’s title/
Title to office/
collateral attack/
mandamus to determine/
presumptions/
quo warranto proceedings/
remedies to determine, , , /
remedies to determine title/
statutory remedies to determine/
Torts, -/
actions to enforce liability, equity jurisdiction/
assault/
contracts, interference or inducement of breach/
conversion of third party’s property, -, /
co-officers or subordinate officers and employees/
copyright infringement/
environmental laws, violation/
equitable remedies/
evidence/
false statements or representations creditors’ suits/
equitable remedies/
ratification/
remedies/
fraud/
general rules, statement/
gross negligence/
hazardous waste laws, violation/
indemnification of corporation/
infringement of intellectual property rights/
invasion ofprivacy/
issuance of stock, fraud or illegality/
joint and several liability, /
joint liability/
liability, corporate acts/
libel, personal liability/
malfeasance/
master and servant relationship/
misfeasance/
nonfeasance/
patent infringement/
privacy, invasion/
ratification/
statement of general rules/
trademark infringement/
trade name infringement/
trespass/
trust funds, conversion/
unfair business practices/
unfair competition/
Trademarks, infringement/
Trade name, infringement/
Trade secrets/
duties/
Transfers of corporate property bankruptcy of corporation, fraud/
conversion and misappropriation/
Transfers of stock/
bankruptcy of corporation, fraud/
unauthorized or fraudulent/
Trespass, liability/
Trustee relationship/
directors’ relationship distinguished/
shareholders/
Trust property/
Ultra vires acts/
authority/
banks, lost loan/
consent/
directors/
contracts of corporation, liability/
creditors’ suits/
damages/
directors’ consent, effect/
ignorance, -/
liability/
mines, prospecting for ore/
mistake, -/
power, /
ratification/
Unauthorized contracts/
Unemployment compensation/
Unfair business practices/
Unfair competition, personal liability/
Uniform Fiduciaries Act, indorsement of corporate instruments/
University professors/
Unlawful distributions liability/
Unregistered transferee, right to hold office/
Venue/
change/
presence of agency/
residence of corporate officers/
waiver of objection/
Verification, pleading/
Voluntary dissolution of corporation, powers/
Waiver/
defense in actions against officers/
statutory liabilities of officers/
Want of authority, pleadings/
Watered stock ownership/
Winding up of corporation, liability/
Witnesses/
competency/
death of officers or agents as/
disqualifying witness/
liability/
Wrongful discharge/
remedies/
OHIO/
Cumulative voting/
OIL/
See Oil and Gas Companies; Regulation/
OIL AND GAS COMPANIES/
Classification/
manufacturing corporation/
mercantile corporation/
Dividends, payment of/
Leases/
Manufacturing corporation, classification/
Mercantile corporation, classification/
Mortgage of after acquired property/
Payments for stock/
Purposes of incorporation, manufacturing/
Taxation generally/
OIL AND GAS LEASES/
See Leases; Oil and Gas Companies/
OKLAHOMA/
General Corporation Act/
ONE-OWNER CORPORATIONS/
See also Sole Corporation; Sole Shareholders/
Corporate entity, distinct nature/
Owner distinguished from corporate entity/
Powers of owner/
OPTIONS TO PURCHASE STOCK/
See Stock Options/
ORDER OF PROOF/
See Evidence; Trials/
ORDERS/
See also Subscriptions to Stock Amendments, injunction orders/
Injunction proceedings amendments/
modifications/
operation/
persons bound/
Modifications, injunction orders/
Receivers, appointment, /
ORDINARY CARE/
See Negligence/
OREGON/
ORGANIZATION OF CORPORATION/
See also De Facto Corporations; Incorporation; Incorporation of Partnerships and Associations;
Preincorporation Contracts; Reorganization/
ORGANIZATION OF/
Actions, prerequisites to right to sue/
Acts performed prior to organization/
Attorneys, authority to enter into subscription contract/
Bylaws/
Certificate of organization/
Completion/
Cure of defects/
Definition/
Directors/
meetings/
Directory requirements/
Distinguished from other acts/
Elements/
Estoppel to deny, /
Extent essential to confer corporate capacity/
Failure to hold organizational meeting/
Fraud inducing formation of corporation/
Holding companies, power to organize/
Incorporators, -/
duties/
liabilities/
meetings/
office/
powers/
qualifications/
report/
revocation of authority/
status/
termination of authority/
Location/
Mandatory requirements/
Meetings/
conduct/
notice, -/
postponement/
proxies/
time/
ORGANIZATION OF/
Necessity/
Notice of incorporators’ meeting/
estoppel to urge failure/
ratification where notice not given/
waiver/
Officers’ report/
Outside of state/
Place of organization/
Presumption as to regularity/
Procedure/
Proof/
Quo warranto, testing legality/
Record as evidence/
Report of incorporators or officers/
Report of organization/
Securing of subscriptions/
Statutory provisions as to procedure/
commissioners/
defect in organization as defense to enforcement/
Time for organization, -/
Timing/
election of directors and officers/
Validation/
ORIGIN/
Beginning of corporation/
Ecclesiastical corporations/
ORIGINAL PACKAGE DOCTRINE Defined/
Sale of goods located within state/
OVERDRAFTS/
OVERISSUE OF STOCK/
See Stock/
OWNERSHIP/
Constructive stock, taxation (federal)/
Redemptions of stock/
Tax-exempt property/
Unit in property taxation/
PARALLEL LINES/
PARENT AND SUBSIDIARY CORPORATIONS/
See also Affiliated Corporations Actions/
coparties/
joinder of parent as party/
joinder of parties/
judgments for or against/
necessary and proper parties/
parties-plaintiff/
third-party practice/
Actions between parent and subsidiary/
derivative actions by subsidiary/
Alter ego doctrine/
Antitrust/
Attorney-client relationship, conflict of interest/
Bonds/
indenture trustee duties/
proceeds transfers/
Books and records inspection/
production/
Consolidations/
distinguished/
Conspiracy, liability/
Contempt/
Contracts/
contracts between parent and subsidiary/
inducing breach by subsidiary/
Control by parent/
tort liability of parent/
Corporate entities as distinct/
disregarding corporate entities/
property interests/
taxation/
Debts of subsidiary, liability/
Directors/
breach of duties/
Disregarding the corporate entities/
Distinctness of corporate entity/
Dividends/
earned surplus of subsidiary/
Double taxation/
Duties to creditors/
ERISA liability/
Fiduciary relationships, ,/
acquiring stock as transacting business within state/
powers/
taxation/
Garnishment/
Guaranty of debt/
Holding companies defined/
Indemnification/
Inducing breach of subsidiary’s contract/
Injunctions, effect/
service of process/
Interference with contract relations/
Joinder of parties/
Judgment against one as binding upon other/
Jurisdiction over foreign parent or subsidiary/
acquiring stock as transacting business within state/
alter ego theory/
ERISA/
in personam/
long-arm statutes/
Jurisdiction over subsidiary as jurisdiction over parent/
Knowledge imputed to parent or subsidiary/
Lawfulness of purposes/
Liability for torts/
Long-arm statutes/
Majority shareholder status of parent, /
Management and control by parent/
Meetings and elections, voting/
Mergers/
distinguished/
Mutual liability for debts/
Negligence of subsidiary/
Notice imputed to parent or subsidiary/
Officers/
Organization/
holding corporation/
subsidiary by holding corporation/
Parties to actions/
joinder/
necessary and proper parties/
plaintiffs/
Piercing the corporate veil alter ego doctrine/
collective bargaining agreements, enforcement/
employment discrimination/
jurisdictional purposes/
labor relations and standards as purposes/
parent corporation urging/
subsidiary’s liability/
tax purposes/
venue purposes/
workers’ compensation as purpose/
Powers of parent and subsidiary, -/
surety/
Production of documents/
Property interests as distinct/
Purposes, lawfulness/
Ratification/
Receivers, propriety of appointment/
RICO liability/
Self-incrimination, privilege against/
Service of process/
alien corporations/
Shareholders, powers and liabilities corporate debt/
derivative suits/
parent corporation, , /
statutory assessment/
Shareholders’ derivative actions parties/
subsidiary as party to suit/
Status as corporate entities/
Stock, acquiring or holding as doing business within state, /
power to organize subsidiaries/
Stock, treasury shares/
Taxation/
generally/
corporate entities as distinct/
merger, investment tax credits/
Tort liability/
interference with prospective business/
parent corporation/
Treasury stock/
Venue/
Voting trusts/
PARI DELICTO/
Proxy solicitations/
Tort actions based on fraud or intentional wrongdoing, applicability/
PAROL EVIDENCE/
See Books and Records; Evidence; Negotiable Instruments/
PARTICIPATING CERTIFICATES/
Nature, bonded indebtedness/
PARTIES/
See also Intervention; Merger and Consolidation; Reorganization; Standing to Sue/
Actions against corporations, /
Actions by corporations, , -/
directors/
officers/
shareholders/
Additional parties/
Agents as coparties/
Antitrust actions/
shareholders/
Cancellation of stock certificates/
Clayton Act proceedings/
Consideration for stock, remedies for inadequacy/
Coparties, -/
Corporations/
actions against/
actions by, -/
contracts in name of other party/
defendants/
joinder as coparty/
party within meaning of statutory provisions/
Creditors’ bills/
claimants, intervention/
shareholders/
Defendants/
actions against corporations/
actions by corporations/
Directors/
actions against/
defendants/
codirectors/
corporation/
receivers/
shareholders/
intervention/
joinder of parties/
multifarious parties, -/
plaintiffs/
Dissolution of corporation, involuntary dissolution proceedings/
Federal courts interpleader/
intervention/
joinder/
actions against corporation by nonresidents/
actions by/
receiver actions/
Fraud actions/
conveyances of corporate assets, /
Indispensable/
corporations/
directors/
members/
nonprofit or nonstock corporations/
officers/
shareholders/
Injunction proceedings/
Interpleader/
dividends, conflicting claimants/
Intervention/
shareholders/
Joinder/
agents/
corporations/
Joinder/
members/
nonstock corporations/
officers/
permissive/
shareholders/
Judgments/
Members, joinder as coparties/
Minority shareholders, intervention/
Misjoinder/
directors and officers, actions against/
Mortgages and deeds of trust, actions against trustee/
Necessary and proper parties/
corporations/
directors/
members/
officers/
shareholders/
New parties/
Nonjoinder/
dismissal/
Nonprofit or nonstock corporations/
coparties/
indispensable/
joinder/
Officers/
actions against/
defendants/
co-officers/
corporation/
shareholders/
intervention/
joinder ofparties/
multifarious parties/
plaintiffs/
joinder/
indispensable/
joinder/
Permissive joinder/
Plaintiffs/
actions against corporations/
Quo warranto proceedings, , ,/
Realignment, jurisdiction in federal courts/
Receivers/
actions by/
Shareholders/
creditors’ suits for unpaid/
subscriptions, , /
derivative actions, -/
direct actions/
intervention/
antitrust actions/
defenses to intervention/
procedure/
Subsidiary corporations, plaintiff/
Substitution/
pending appeal/
Third-party practice/
Trustees/
Trust suits/
Underwriting agreements, enforcement/
PARTITION/
See Stock/
PARTNERSHIPS/
See also Incorporation of Partnerships and Associations Agreement as constituting business trust
or partnership/
Arbitration award, liability/
Attributes and characteristics, , , /
Business trust distinguished/
Contract in violation of statute, enforceability/
Corporate successors/
Directors’ duties to corporation’s partners/
Distinctiveness of corporate entity/
Foreign corporation becoming member, as doing business in state/
General partnerships/
limited liability partnerships/
Incorporation/
Limited liability limited partnerships/
Limited liability partnerships/
Limited partnerships, /
corporation as general or limited partner/
limited liability corporations, distinguished/
limited liability limited partnerships/
Names, protection/
Powers/
Power to join/
Promoters/
Use of corporation as instrumentality/
PATENTS/
Antitrust laws/
misuse/
Conflicts of interest, directors and officers/
Directors/
infringement/
Employees’ rights and interests/
Infringement/
jurisdiction/
piercing the corporate veil, /
tort liability for inducing/
venue, /
Officers/
infringement/
Payments for stock, patents as consideration/
Price-fixing by patentee/
Third persons, right to exclude use/
PAYMENTS/
Coupons and Certificates; Dividends; Payments for Stock; Receivers; Shareholders’ Constitutional,
Statutory or Charter Liability to Creditors; Subscriptions to Stock; Taxation; Taxation (Federal)
Acceptance/
bank cashiers/
Bank cashiers, power to accept/
Demand, condition precedent to foreclosure of mortgages/
Directors/
corporate debts/
personal debts/
Foreclosure of mortgages, demand as condition precedent/
Interest, mandamus to compel/
Judgment, mandamus to compel enforcement/
Manager of corporation, power to make or accept/
Officers/
corporate debts/
power to make or accept bank cashiers/
Own stock, corporation taking/
Power to make or accept bank cashiers/
President of corporation, power to make or accept/
Profits, contract payments/
Ratification of transactions/
Receivers, powers/
Secretary of corporation, power to make or accept/
Shareholders’ debts, payment by transferor of stock/
Stock, taking in payment of debts, /
Treasurer of corporation, power to make or accept/
PAYMENTS FOR STOCK/
See also Watered Stock Above par/
blue sky laws, violation/
burden of proof/
business ideas/
certificates of stock, voidability/
compelling of issuance/
corporation’s rights and remedies/
directors, duties and liabilities/
evidence/
federal securities laws, violation/
fraud, effect/
illegality, effect/
insider preferences/
mandamus to compel stock issuance/
no-par stock/
officers’ consideration/
option contracts/
pleadings/
promoters, liability/
purchases of stock, , , /
receivers, remedies for inadequacy/
recovery back of money paid/
remedies for inadequacy/
cancellation of stock issuance/
injunctions against stock issuance/
involuntary dissolution/
joinder of parties/
jurisdiction of action/
parties to action/
venue of action/
securities laws, violation/
shareholders/
consent, effect/
dissenting shareholders, /
state’s rights of action/
subscriptions to stock, effect of inadequacy/
trustees in bankruptcy, remedies/
ultra vires acts, effect/
Assumption of corporate debts/
Attorneys, services as consideration/
Bond exchanges/
Bonds/
Business ideas as consideration/
Certificates of stock, condition to issuance/
Checks/
Constitutional provisions, /
Contracts/
Copyrights as consideration/
Debts of corporation, forgiveness or assumption/
Deferred payment plan, stock subscriptions/
Directors/
adequacy of directors’ consideration/
Equipment and materials/
Escrow of shares/
Exchange of shares/
Forgiveness of corporate debts/
Future services/
Gas companies/
Generally/
Goodwill/
Guarantee of corporate obligations/
Intellectual property/
Inventions as consideration/
Irrigation companies/
Issuance of stock certificates, condition/
Labor/
Material and equipment/
Mining corporations/
escrow of shares/
Model Business Corporation Acts ()/
Mortgages as security/
Necessity/
No-par-value stock, /
Notes/
Officers/
adequacy of officers’ consideration/
services of officers as consideration/
Oil companies/
Option contracts/
Partnership assets/
Par value/
excess/
Past services/
Patents as consideration/
Preincorporation services/
Premium payments/
Prerequisite to shareholder status/
Promissory notes/
Promotion services/
Property/
intellectual property/
Purchases of stock/
nonpayment or inadequate consideration/
Railroads/
Record-keeping requirements/
Secret processes as consideration/
Securities/
Services/
Shareholders/
consent to adequacy of/
consideration, effect, /
consideration/
status as conditioned on payment/
Stock of other corporations as consideration/
Stock subscriptions/
Trademarks as consideration/
Treasury shares/
Valuation of consideration/
Water companies/
PECUNIARY PROFIT/
See Profits/
PENAL CORPORATIONS/
PENAL STATUTES/
See Crimes and Criminal Law; Statutes/
PENALTIES/
See also Crimes and Criminal Law;/
Governmental Control; Taxation Antiracketeering laws/
Antitrust laws/
Consolidations, liability of new or surviving corporation/
Directors, criminal violations/
Due process/
Financial statements, failure to furnish to shareholders/
Foreign corporations, noncompliance with statutory or constitutional requirements, -/
Inspection of books and records, refusal/
Mergers, liability of new or surviving corporation/
Officers, criminal violations/
Regulatory/
PENNSYLVANIA/
Cumulative voting/
PENSIONS AND PROFIT SHARING/
See also Stock Options Construction of plans or contracts/
Directors, powers and liabilities creation of pension plan/
Employees, participation/
Minority shareholders, power to establish/
Officers, powers and liabilities participation in plan/
Power of corporation to establish/
Statutory authorization/
PERMITS/
See Foreign Corporation/
PERPETUAL BONDS/
PERPETUAL SUCCESSION/
See Attributes of Corporation/
PERSONAL HOLDING COMPANY TAX/
Generally/
Computation/
Corporations subject to/
PERSONAL PROPERTY/
See also Mortgages and Deeds of Trust; Sales or Purchases of Corporate Property Acquisition/
Amount/
Bequests/
Charter, acquisition restrictions/
Charter prohibitions and restrictions/
Constitutional prohibitions and restrictions/
Corporate powers/
Disposition/
acquisition as doing business within state/
powers and rights/
sales or purchases within state as doing business/
shipments from out of state/
Gifts/
Implied power to acquire/
bailee, power to take as/
choses in action/
debt payment/
evidence of indebtedness/
illegal purposes/
payment of debt/
security/
unauthorized purposes/
Interest acquired/
Kind/
Leases as interstate commerce/
Mode of acquisition/
Negotiable notes, power to acquire/
Prohibitions/
Purchases/
Purposes of acquisition/
Restrictions/
Shareholders’ interests and liability/
Situs of foreign corporation’s property/
Statutory prohibitions and restrictions/
Stock/
Title acquired/
Value/
PERSONAL SERVICE/
CORPORATIONS, TAXATION (FEDERAL)/
Generally/
Accounting methods/
Income and loss reallocation/
PERSONAL SERVICE/
Passive losses/
Taxable years/
Tax rates/
PETITIONS/
See also Bankruptcy; Pleadings; Quo Warranto/
Removal of causes/
PHYSICIANS AND SURGEONS/
See also Employment; Medicine; Practice of Medicine and Dentistry/
PIERCING THE CORPORATE VEIL/
Admiralty courts/
Affiliated corporations alter ego doctrine/
unemployment compensation as purpose/
Alter ego doctrine/
burden of proof/
jurisdiction/
pleadings/
taxes/
venue/
Arbitration, enforcement/
Bankruptcy/
Books and records, failure to maintain/
Burden of proof/
Capitalization, inadequate/
Choice of law/
Claim of piercing/
Clayton Act/
Close corporations/
Collective bargaining agreements, enforcement/
Commingling assets/
Communications Act of/
Conflicts of law/
Contracts/
Corporate formalities, failure to observe/
Creditor-debtor relationships/
Criminal conduct, /
Death of sole shareholder/
Defenses/
Dividends, nonpayment/
Equitable basis/
ERISA, /
Estoppel, /
Evasion of laws/
Factors/
Family corporations, fraudulent conduct/
Federal courts/
Foreign Sovereign Immunities Act/
Fraudulent conduct/
General rule/
Governing law/
Grounds/
Homestead exemption/
Illegal conduct/
Inadequate capitalization/
Inequitable conduct/
Informal operations/
In pari delicto defense/
Insolvency/
creditor-debtor relationships/
Internal dealings, informalities/
Interstate Commerce Act/
Issuance of stock, failure/
Jurisdictional purposes/
Jury trial/
Labor relations and standards/
Laws, violations/
Loans/
corporate insiders/
usurious/
fraudulent conduct/
Nonshareholders/
Operational informalities/
Parent and subsidiary corporations agency theory/
alter ego doctrine/
arbitration/
CERCLA liability/
common officers and directors/
jurisdictional purposes/
labor relations and standards as purpose/
parent corporation urging/
single enterprise theory/
subsidiary’s liability/
taxes/
unity of interest and ownership/
venue purposes/
Partnerships/
Patent infringement suits/
Pleadings/
Prior judgment against corporation/
Purposes/
Records, failure to maintain/
Reverse pierce/
Siphoning of funds/
Sole shareholder’s death/
Stock, nonissuance/
Subsidiary’s liability/
Summary judgment/
Survivorship by veil/
Tax purposes/
Tortious conduct/
officers/
Unemployment compensation as purpose/
Usurious loans/
Venue purposes/
Violation of laws/
PIPELINE COMPANIES/
See also Oil and Gas Companies Classification/
Franchise tax/
Transportation corporation, classification/
PLACE OF BUSINESS/
Generally/
See also Principal Office; Registered Office/
Bankruptcy laws/
Definition/
Domicile/
maintaining in state as doing business/
qualification requirements/
Parent-subsidiary/
Presumption/
Proof/
Registered office/
Residence/
Subsidiary/
Tax purposes/
Venue, -/
PLEADINGS/
See also Amendments; Answer;/
Complaints; Demurrers; Federal Court; Replies/
Actions by or against corporations/
affirmative defenses/
agency relationships/
agents, lack of authority, /
amendments, -/
articles of incorporation as basis/
bylaws as basis/
bylaws as defense/
captions/
causes of action/
change of name/
charter as basis/
claims for relief/
conditions precedent, allegation/
contract, illegality as defense/
contracts/
corporate existence, denial/
counterclaims/
counts, separation/
cross-claims/
debt instruments/
defenses/
demurrers/
denials/
federal jurisdiction/
illegality of contract/
instruments/
joinder of claims/
jurisdiction/
knowledge, denial/
misnomer, , /
naming or describing, -/
officers, lack of authority, /
penalties/
powers of corporation/
reply or replication, /
sanctions/
service of process, defects/
shareholder relationship/
signing of pleadings/
title of pleadings/
torts/
ultra vires/
venue/
venue, objections/
verification, -/
waiver of defenses/
Affirmative defenses/
time for pleading/
waiver/
Agency relationships/
Alter ego/
Amendments/
corporate existence, allegation/
misnomer of corporation/
parties, -/
partnerships, substitution of/
Antitrust laws/
Clayton Act/
contracts violating/
proceedings by government/
Appearance, jurisdictional objections as purpose/
Authority of corporation/
Authority of officers or agents, /
Banks, corporate existence/
Bylaws, /
Capacity to sue or be sued/
corporations/
Caption/
Causes of action/
Change of name, successor corporations/
Change of venue/
Changing parties/
amendments, -/
Charter/
Claims for relief/
Clayton Act/
Complaints/
nonperformance/
Contract actions, /
antitrust law violations/
preincorporation contracts, ratification or adoption/
Corporate disclosure statement/
act of incorporation/
allegation, necessity/
amendments/
caption as sufficient allegation/
corporate name/
denial in answer to complaint/
description in caption or introductory matter/
estoppel to deny/
national banks/
repetition of allegation/
sufficiency of allegations/
time of existence/
Corporate existence, denial/
affidavit/
change of status as basis/
defendant’s nonexistence/
effect on proof of existence/
general denials/
general issue, plea/
necessity/
nonexistence of defendant/
plea in abatement/
plea in bar/
plea of general issue/
specific denials/
sufficiency/
suspension of corporation/
verification/
Counterclaims/
Counts, separation/
Creditors’ bills/
Creditors’ suits for unpaid subscriptions/
Cross-claims/
Debt instruments/
Defenses/
bylaws/
time for pleading/
waiver/
Demurrers/
Denials/
Directors, actions against amendments/
common law deceit/
complaint/
unlawful dividends/
Dismissal motions/
Dissolution of corporations actions by and against trustees/
alleging dissolution/
involuntary dissolution proceedings/
Dividends/
actions to compel declaration/
actions to recover unlawful dividends/
Domestic corporations jurisdiction/
venue/
Eminent domain/
Federal courts/
amendments/
captions/
changing parties/
claims for relief/
counterclaims/
counts, separation/
demurrers/
joinder of claims/
jurisdiction/
knowledge, denial/
penalties/
reply/
sanctions/
signing of pleadings/
venue/
venue, objections/
verification/
waiver of defenses/
Federal securities laws, Section (a)/
Fidelity bonds, actions to enforce liability/
bondholders’ actions/
redemption after foreclosure/
Fraud/
conveyances of assets/
promoters/
securities transactions/
Guaranty contracts/
Indictment allegations as estopping state to deny corporate existence/
Information, denial/
Inspection of books and records, mandamus proceedings/
Instruments/
Joinder of claims/
Jurisdiction/
appearance to raise objections/
federal courts/
Jurisdictional objections/
Lack of information or knowledge/
transfers of stock, compelling/
Misnomers/
amendments/
corporations/
Mortgages and deeds of trust foreclosure proceedings/
removal of trustees/
Motions/
Motions to dismiss/
Motions to strike/
Naming of parties, corporations, -/
Necessity/
Objections/
demurrers/
motions/
Officers, actions against amendments/
common law deceit/
complaint/
fidelity bond, action to enforce liability/
Officers, lack of authority, /
Paragraphs, separation/
Parties/
amendments, -/
changing, -/
substitution, -/
Pleadings allowed/
Preincorporation contracts, ratification or adoption/
Promoters/
contracts, liability of corporation/
fraud/
Ratification of acts or transactions/
Receivers/
actions against receiver/
actions by receiver/
Replies/
Requirement/
Rescission of stock purchase contracts, fraud as grounds/
Responsive pleadings/
Seal/
Securities fraud/
Separate counts or paragraphs/
Service/
Service of process, defects/
Shareholder relationship/
Shareholders’ derivative actions amendments to pleadings/
answer/
anticipating defenses/
collusion, alleging want/
complaint/
counterclaims/
cross-complaints/
demand and refusal to sue/
demurrers/
facts authorizing plaintiff to sue/
federal courts/
motions to dismiss/
multifariousness/
multiple corporations/
reply/
stating cause of action in favor of corporation/
status of plaintiff as shareholder, allegation/
sufficiency/
verification/
Shareholders’ direct actions, /
Signatures/
Statutory causes of action/
Striking, motions/
Subscriptions to stock, actions to enforce, -/
amendments, -/
partnerships/
dissolutions/
Time for responsive pleading/
Title/
Torts/
Transfer of stocks, proceedings to compel/
Ultra vires/
Unlawful dividends, actions to recover/
Venue/
federal courts/
objections/
Verification authority/
foreign corporations, actions by and against/
form/
necessity/
sufficiency/
Waiver of defenses/
PLEDGES/
Coupons and Certificates; Pledges of Stock; Secured Transactions Agents, powers/
Bank assets/
cashier’s powers/
national banks/
Directors/
Foreclosure of mortgages, distribution of proceeds/
Foreign corporations, powers/
Officers, powers/
bank cashiers/
Receiver’s power to pledge/
PLEDGES OF STOCK/
Additional collateral/
Assessment on full paid stock, liability/
Attachment of pledged stock, , /
rights and priorities/
Blue sky laws/
Bona fide purchasers, , /
Collateral/
Consideration/
Contract/
Conversion, damages/
Corporate meetings, right to vote/
Damages/
Death of pledgor/
Default on debt payments/
forfeiture of stock to pledgee/
sale of stock/
Definition/
Derivative suits/
pledgee/
pledgor/
Distinctions/
Dividend rights/
Duty of care/
Execution against pledged stock/
Extinguishment of lien/
Foreclosure sale of stock/
Forfeiture of lien/
Garnishment/
rights and priorities/
Governing law/
Husband and wife/
Identification of pledged stock/
Injunctions against stock sale or disposition/
Insolvency of pledgor/
Interpretation/
Laches, redemption by pledgor/
Lien of pledgee/
discharge/
extinguishment/
forfeiture/
priority status/
protection/
scope/
waiver/
Limitation of actions on debt redemption of stock/
sale of stock upon default/
Marital property/
Mergers, effect/
Mortgages, distinctions/
North Carolina law, sales of stock upon default/
Notice of pledge/
Perfection of security interest, /
Pledgee’s rights and liabilities actions to preserve security/
additional collateral/
bona fide purchaser status/
damages, actions to recover/
death of pledgor/
debt, actions to enforce/
derivative suits/
dissolution of corporation, right to maintain action/
dividends/
duties/
duty of care/
foreclosure sale of stock/
forfeiture of stock to pledgee/
garnishment, effect/
insolvency of pledgor/
lien on stock/
limitation of actions on debt/
mergers, exchange of stock/
misconduct/
negligence/
paramount lien, purchase under/
pledgor’s suits/
preservation of stock, /
priority status/
protection of lien/
purchases of stock/
quiet title actions/
receivership, right to appointment/
registration of pledge, right to compel, /
repledge of stock/
return of stock/
shareholder status/
standard of care/
standing to sue/
subrogation/
substitution of collateral/
title to stock, /
transferee’s priority/
transfer on corporate books, right to compel, /
unpaid subscriptions to stock/
use of pledged stock/
voting rights/
Pledgor’s rights and liabilities/
blue sky laws/
conversion of stock by pledgee/
debt, action to enforce/
derivative suits/
injunctions against stock sale or disposition/
redemption/
shareholder status/
standing to sue/
voting rights/
Possession of stock certificates, necessity, /
Preservation of stock/
expenses, right to incur/
negligence/
reimbursement for expenses/
Redemption by pledgor/
equitable redemption/
identification of pledged stock/
laches as bar/
tender of performance, necessity/
waiver of right/
Registration of pledge, /
Repledge of stock/
effect/
marshalling securities/
Requisites/
Restrictions/
Right to vote stock/
Sale of security, validity/
Sale of stock upon debt default/
commercial reasonableness, /
damages, recovery/
damages, recovery by pledgor/
deficiency/
foreclosure sale/
injunctions against sale/
manner of sale/
nonjudicial sale/
parcel sales/
place of sale/
presumption of validity/
private sales/
public sales/
purchase by pledgee/
surplus/
time of sale/
unit sales/
validity of sale/
Sales, distinctions/
Securities laws and regulations pledgor’s right to relief/
Security for corporate debts/
Security interest, perfection, , /
Standing to sue, pledgor/
Statute of limitations redemption of stock/
sale of stock upon default/
Stock belonging to another/
Stockbrokers, right to repledge/
Subrogation/
Title to stock/
pledgee, /
pledgor/
trustees/
Transfer of possession, requirements/
Transfer on corporate books, , /
Transfer restrictions, effect/
Transfers, statutory registration/
Transfers of stock, effect bona fide purchasers/
Trustees/
adverse claims/
and/
revisions/
bona fide purchaser/
perfection of security interest/
pledgee’s duties/
possession of securities/
registration of pledge/
sale of pledged securities commercial reasonableness, /
damages, recovery, /
deficiency/
manner of sale/
parcel sales/
private sales/
public sales/
surplus/
unit sales/
validity of sale/
Unissued stock, security for corporate debts/
Unregistered pledges/
Validity/
Void or voidable/
Voting, /
Waiver of lien/
Waiver of right to redeem/
Wife and husband/
POLICE POWER/
Eminent domain distinguished/
Exclusive privileges/
Governmental regulations/
Interstate commerce, unlawful interference/
POLITICAL CONTRIBUTIONS/
Equal protection/
Federal Election Campaign Act/
First Amendment/
Freedom of speech/
Labor organizations/
National banks/
Partisan communications/
Shareholder’ suits/
Waste/
POLLUTION/
See Conservation and Environmental Matters/
POOLING AGREEMENTS Defined/
Law governing/
Shareholder pooling agreements/
Validity/
POOLS/
See Antitrust/
POWER COMPANIES/
See Electric Light and Power Companies; Public Utilities/
POWER OF ATTORNEY/
POWERS/
See also Articles or Certificate of Incorporation; Directors; Executive Committees; Foreign
Corporations; Officers and/
Agents; Receivers; Ultra Vires Abuse/
grounds for dissolution, -/
quo warranto as remedy/
Accommodation party, negotiable paper/
Acquiescence of shareholders/
Acquisitions of property/
charter grant of power/
constitutional grant of power/
personal property/
purpose of acquisition/
real property/
statutory grant of power, /
Administration of estates/
Administrator of estate property/
Advertising/
Affidavits/
Agency of one company for another/
Agricultural associations/
Aiding others to increase business/
All-purposes clause/
Amendment/
Annuities/
Appraisal of real property/
Arbitration/
Architectural services/
Articles or certificate of incorporation, ,/
Associations, joining/
Auxiliary powers/
Banks, /
assisting other banks/
assumption of debt/
borrowing and lending money/
buying and selling stock/
commercial paper/
fiduciary, national bank as/
guaranty and suretyship/
insurance policy, power to procure/
nonbanking activities/
payment of prior encumbrance/
pledges of assets/
repurchase of securities/
safe-deposit business/
special deposits, /
Bondholders’ protective committee/
Bonding companies/
Bonds, purchase under trust agreement/
Borrowing/
Branch banks/
Buildings, erection/
Burden of proof/
Bylaws/
Catastrophes, emergency powers/
Cemetery associations/
Certified business, trade or calling/
Change/
Charitable contributions, /
Charter as measure/
Classification/
Colleges/
Committee, power to act as/
Compromise and settlement/
Conferring degrees/
Construction and interpretation of grant/
Contributions, /
Control by or of other corporations/
Cooperative corporations/
Custom/
Definition/
Delegation of fiduciary powers/
Dental practice/
Derivation/
Directors/
public corporations/
Distinctions/
Dividends, declaration/
Donations, , , /
public welfare/
Educational degrees, conferring/
Educational institutions/
Electric companies/
Electric cooperatives/
Emergency powers/
Eminent domain/
Engineering services/
Establishment of offices/
Evidence/
Excess acts, validity and effect/
Execution/
Executor of estate property/
Exercise/
commencement of corporate existence distinguished/
Express grants, -/
Extent/
outside of state/
Extinguishment/
Family corporations/
Federal statutes/
Ferry companies/
Fiduciary powers/
Finance corporations/
Financial services/
Fraternal benefit companies/
Fraud, incidental powers/
Funeral services/
Futures contracts/
Gas companies/
Gifts/
charitable purposes/
Grain elevators/
Grant, necessity/
Guarantees/
Guardian, power to act as/
Health insurance/
Heating companies/
Horse racing associations/
Hospital services for employees or members/
Idle property, use/
Illegal acts/
Implied powers, , -/
Incidental powers, -/
Incidental transactions, place of exercise/
Incorporation under special acts, /
Indemnification/
Indirect benefits/
Insurance/
health insurance/
life insurance/
officers, employees or members/
property insurance/
shareholders/
Investment services/
Issuance of bonds/
Issuance of stock/
Joint ventures/
Judicial construction/
Judicial notice/
Knowledge of extent/
Land companies/
Learned profession, practicing/
Leases, -/
Legal proceedings, powers/
Lending credit/
Liability insurance, directors and officers/
Licensed business, trade or calling/
Life insurance/
Light companies/
Limitations, /
Liquidators/
Liquor licenses and sales/
Loans/
Logging companies/
Lumber companies/
Manner of exercise/
Marketing cooperatives/
Mass transit system/
Medical practice/
Medical service to members or employees/
Membership corporations, admission or exclusion/
Mercantile companies/
Misuse/
Motives/
National banks/
Natural persons, corporate comparison/
Nature of powers/
Nature of transaction, implied powers/
Newspaper companies/
members, admission or exclusion/
Nonuse/
Notice of extent/
Nuclear disaster, emergency powers/
Oaths/
Optometry practice/
Out-of-state exercise/
Parol evidence/
Particular acts/
Partnership, joining/
Passenger ship companies/
Pensions/
statutory authorization/
Place of exercise, -/
Plants, erection/
Plumbing services/
Political parties/
Power companies/
Practice of learned professions/
dentistry/
law, -/
medicine/
optometry/
Presumptions/
Professional corporations or associations/
Profit-sharing/
Prohibitions/
Proof/
Property insurance/
Public land entries and settlements/
Public office/
Public policy, violation of/
Public service companies/
Railroad companies/
Real estate development companies/
Reinstatement of charter/
Religious societies/
Remote benefits/
Repeal of grant/
Representative, power to act/
Repurchase of bonds/
Restrictions/
Rewards, offers/
Savings banks/
Schools/
Security for repayment of loans/
enforcement of securities/
extensions/
future advances/
personalty and personal securities/
preexisting debts/
prohibition/
real estate security/
renewals/
restrictions/
Shareholders, consent or acquiescence/
Sources/
Special acts, incorporation, ,/
Special deposits, power of bank to act/
Speculations on market/
Statutory grants, -/
Statutory limitations/
Structures, erection/
misrepresentations/
Suits, powers/
Surplus property, utilization/
Surrender/
Suspension, failure to make reports/
Telecommunication companies/
Time of exercise/
Trade or calling, practicing/
Transit system/
Trust companies/
Trusts/
Turnpike companies/
Universities/
Usage/
Usurpation, quo warranto as remedy/
Validity, excess acts/
Vocational schools/
Warehouse companies/
War or national emergency/
Wars, emergency powers/
Water companies/
PRACTICE OF ARCHITECTURE/
See Architecture and Architectural Corporations; Professional Corporations and Associations;
Purposes of Incorporation/
PRACTICE OF LAW/
See also Attorneys; Professional Corporations and Associations Advertising/
Banks and trust companies/
Collection agencies/
Corporation as ineligible/
Employment of attorneys/
Ethical standards/
Illegal practice/
Injunction against unlawful practice/
Lawfulness of purpose/
Malpractice liability/
Motions/
Nonprofit public service corporations/
Patent opinions and applications/
Pleadings/
Power of corporation, -/
Prepaid legal services/
Purpose as lawful/
Quo warranto/
Real estate broker/
Remedies against illegal practice/
Solicitation/
Tax returns/
Title insurance/
Trusts/
Wills/
PRACTICE OF MEDICINE AND DENTISTRY/
See also Physicians and Surgeons; Professional Corporations and Associations/
Corporation as ineligible/
Diagnostic laboratories/
Laboratories/
Lawfulness of purpose/
Nonprofit hospitals/
PRACTICE OF OPTOMETRY/
See Powers/
PREEMPTIVE RIGHTS/
Abrogation by charter amendment/
Accrual of rights/
Actions to enforce/
Alteration by charter amendment/
Authorized but unissued stock/
Bonuses, employee stock purchase plans/
Classes of shares/
Close corporations/
Common-law doctrine/
Common stock/
Compensation/
Conditions/
Cross claim rights/
Damages for denial/
Delaware law/
Derivative actions to enforce/
Devolution of right/
Direct actions to enforce/
Discharge of debt as consideration for new stock/
Employee stock options or bonuses/
Enforcement of rights/
Equitable enforcement/
Exceptions/
Extent of rights/
Fiduciary duty of directors/
History/
Injunctive relief/
Liabilities attached to newly issued stock/
Limitations/
Loss of right/
Mergers, effect/
Nature of rights/
Options/
Options to purchase stock, distinction/
Persons entitled to exercise rights/
Preferred stock/
Property as consideration for new stock/
Property other than cash/
Purpose/
Remedies of shareholder/
Reorganizations/
Rescission/
Rights attached to newly issued stock/
Services as consideration for new stock/
Status as shareholder, necessity/
Stock options/
Terms/
Time allowed for exercise, /
Transfer of right/
Treasury stock/
Unissued stock/
Waiver of right/
PREFERENCES OF BANK CREDITORS/
See also Insolvency Acceptance of deposits by insolvent bank/
imputation of knowledge of/
insolvency to bank officials/
Accommodation loan/
Adjudication of claim/
Agents deposit contrary to instructions of principal/
Amendment of claim/
Augmentation of bank’s assets/
Bad faith and breach of trust/
Bank Collection Code/
Bank officer as fiduciary, withdrawal of trust funds/
Capital of bank, assessment to make good impairment/
Cashier’s check, purchaser/
Claim of preference as trust/
Collections after insolvency/
indorsement/
rules of decision in federal courts/
Conversion/
Debtor-creditor relationship/
cashier’s check, purchaser/
certified check, purchaser/
draft, purchasers/
unauthorized deposits/
Deposit insurance/
common-law treatment of bank insolvency/
Depositors, effect of insolvency credit of check to depositor’s account/
deposit insurance/
status as depositor/
withdrawal of funds prior to insolvency/
Deposits in bank, bank officials’ statements/
Directors and officers as preferred creditors/
Drafts, purchasers/
Duty of bank to preserve fund/
Equitable relief/
requirements/
Establishment of claims/
Extent of preference/
False representations/
Federal courts/
rules of decision/
Fiduciary deposits/
Filing of claim/
Fraud/
acceptance of deposit by insolvent bank/
general deposits/
insufficient funds, drawing of draft by one bank upon another/
knowledge of bank officials/
statutory provisions, violation/
transfer of deposit/
Funds deposited by trustee/
General deposits/
contractual understanding, /
trust relationship, absence/
Governing law/
Insolvency/
Interest on claims/
Invalid preferences, remedies/
commencement of suit dependent upon facts/
estoppel/
laches/
parties/
pleadings, elements of cause of action/
trial by jury/
Judgment, interest on judgment/
Knowledge of insolvency, claim of preference/
Liability of bank/
Loans to insolvent bank/
Misleading statements by bank to depositor concerning account/
Misrepresentation/
solvency, representation/
Monetary loan/
National Bank Act/
Order of preference/
Principal-agent relationship, Bank Collection Code/
Pro rata payment of claims/
Public funds, deposit/
Reduction of claim to judgment/
Right to prefer creditors/
denial of right/
Rules of decision/
Savings banks/
Secured creditors, equity rule/
Securities/
Separate claims, rediscounts of note between banks/
Special deposits bank as agent/
bank as bailee/
contractual understanding/
identification/
setoff, bank’s right against depositor/
trustee, bank, as/
trust relationship between depositor and bank/
Statutory provisions California/
Colorado/
Connecticut/
exclusive procedure for establishing preferential claims/
Florida/
Georgia/
investment of funds/
Kentucky/
National Bank Act/
necessity/
Oregon/
pledge of collateral, limitation/
prohibition of preference/
South Dakota/
state officers, powers/
Texas/
Virginia/
Wyoming/
Trust deposit/
Trust funds/
account containing trust fund overdrawn/
augmentation of assets of bank/
bookkeeping transfers/
common-law practice/
creation/
definition/
elements of proof/
establishment/
fraud/
funds in hands of receiver/
identification among assets of bank/
items not part of trust fund/
misappropriation by bank to pay debts/
requirement/
shifting of credits/
special deposits/
tracing/
Trust relationship, accommodation loan to bank/
Unauthorized deposits/
Unauthorized loan by fiduciary/
United States/
PREFERENCES OF CREDITORS GENERALLY/
See also Assignment for Benefit of Creditors; Bankruptcy; Fraudu-/
lent Conveyances; Insolvency Accounts receivable, lien upon/
Administrative costs/
Advance of money to corporation/
advancements by creditors/
attorneys’ fees/
consent of stockholders/
defined/
partial assignment, effect of/
statutes prohibiting preferences/
stockholders, preferences to/
trustees, preferences to/
violations of statute/
Attachment/
grounds/
insolvency of debtor/
Attorney’s liens/
Authority to give/
Bill of lading, seizure by creditor/
Burden of proof, avoidability/
Checks, payments/
Cities, priority of claims/
Common-law rule/
Compensable loss by creditor, determination/
Contemporaneous exchanges, Bankruptcy Code provisions, /
Contractual creation of preference/
Control of debtor corporation, preferences prohibited/
Counties, priority of claims/
Creditors’ suits against directors or officers/
Decrees/
Directors, creditors’ suits for misappropriation of assets/
Directors, powers/
Directors and officers as preferred creditors, insolvent corporation/
actual fraud/
advance of money to corporation, /
agreements by officers/
constructive fraud by officer/
contemporaneous loan/
conversion of money or stock/
corporation having same officers/
definition of insolvency/
duty to wind up aflairs of corporation/
fair and equitable preference/
fiduciary relationship towards other creditors/
fraud, freedom from, preference permitted/
liability as surety guarantor or indorser, exoneration/
loan to corporation/
misappropriation of assets, liability/
misfeasance or malfeasance of officers or directors/
mortgage to secure advance of money/
notice of insolvency/
preexisting debt/
presumption of knowledge of insolvency/
relatives of officers/
resignation of officer/
salary of corporate officer as preference/
sale of stock to company/
transfer of assets to director/
transfer without consideration/
voting at board meeting, prohibition/
Directors and officers as preferred creditors, solvent corporation/
Direct payments/
Disallowance of preference claims/
Due course of business, preferences permitted/
Evidence, bankruptcy petition, filing after preference given/
Execution/
insolvency of debtor/
Express legal grant required/
Fiduciary obligations/
Form of preference/
Fraud/
Fraudulent conveyance distinguished/
Future advances/
Garnishments, insolvency of debtor/
Governing law, banks/
Governing law generally/
Guarantors/
creditor status in bankruptcy/
insider creditors/
Indirect payments/
Insiders, ,/
definition under Bankruptcy Code/
guarantors/
recovery period/
Insolvency/
description/
directors and officers as preferred creditors/
notice/
Instructions to jury, payment of debt/
Intent, presumption/
Intent to prefer, eflect/
Interest payments/
Invalid preferences, remedies/
commencement of suit to stop running of statute of limitations/
consolidation of causes of action/
derogation of common law/
directors, receipt of money from sale of property/
equitable relief/
estoppel/
laches/
parties/
pleadings/
pro rata share, recovery/
release of corporate property, vacation/
service of process/
statute of limitation/
trial by jury/
Inventory, lien upon after-acquired inventory/
Judgments/
Liability of directors/
Liens, /
Loan to corporation, assets used as security/
Mortgages/
chattel mortgage to secure existing indebtedness/
conditional sales/
enforcement of mortgage/
foreclosure/
insurance premiums paid by mortgagee/
invalidity of mortgage/
notice of insolvency, eflect/
Mortgages/
scope of preference/
second mortgages/
Nature of preference, property right/
New value/
Ninety days prior to bankruptcy, /
Notes exchanged for stock financing of corporations/
Notice of insolvency fraudulent eflect/
mortgage, notice at time of execution/
trustee’s right to void preference/
Officers/
creditors’ suits for misappropriation of assets/
One year prior to bankruptcy/
Ordinary course of business, Bankruptcy Code provisions/
Payments, checks/
Presumption of insolvency, , /
Prior agreement to give preference/
Priority of claims/
insolvency defined/
salaries/
states/
United States as creditor/
wages/
Receivers, actions by to set aside preference/
Receivership, debts/
Recovery/
Rehabilitation scheme not considered preference/
Relatives of officers as preferred creditors/
Remedy as to illegal preferences, receivers/
Rent, landlord’s claim/
Res judicata, rules/
Right to prefer creditors/
control of debtor corporation, preferences prohibited/
denial of right/
due course of business, preference permitted/
going concerns/
good-faith requirement/
insolvent corporation, directors as creditors/
secret trust prohibited/
Secured creditors/
Bankruptcy Code Provisions/
paid out of general assets/
perfection/
Security agreements/
Setoff, statutory prohibition of preferences/
advance of money with mortgage as security/
credit union/
dividends declared prior to insolvency/
farms and farming/
fraud/
prohibition/
redemption of outstanding stock/
right to prefer/
Sovereign immunity, Bankruptcy Code/
States, priority of claims, /
Statutory provisions affecting validity/
Alabama/
Alaska/
Arizona/
Arkansas/
California/
Colorado/
Connecticut/
Delaware/
Florida/
Georgia/
Idaho/
Illinois/
Indiana/
Iowa/
Kansas/
Kentucky/
Louisiana/
Maine/
Maryland/
Massachusetts/
Michigan/
Minnesota/
Missouri/
National Bank Act/
Nevada/
New Jersey/
New Mexico/
New York/
North Carolina/
North Dakota/
Ohio/
Oklahoma/
Oregon/
Pennsylvania/
Rhode Island/
South Carolina/
South Dakota/
Tennessee/
Texas/
Utah/
Statutory provisions affecting validity/
Virginia/
Washington/
West Virginia/
Wisconsin/
Wyoming/
Stock purchase agreement with employees/
Subsequent advances/
Supersedeas bond/
Sureties/
Bankruptcy Code provisions, /
federal government/
Tax claims/
Taxes due to government/
Trustees for winding up, power to prefer creditors/
Trust funds, recovery distinguished/
right to reclaim/
tracing/
Uniform Commercial Code, application/
United States, priority of claims/
act of bankruptcy/
insolvency defined/
insolvent banks/
lien not created/
pension funds/
state laws, conflict/
subrogation to priority of United States/
sureties/
tax claims/
veterans, funds deposited in bank/
voluntary assignment by debtor, /
Unlawfulness of preference, requisites/
Wage claims/
Workers’ Compensation Act award/
PREFERRED STOCK/
See also Dividends Amendment or repeal of charter provisions, /
Blank stock/
Breach of agreement for conversion/
Change in preferences/
Common shareholders, subordination of rights/
Construction of preferences, /
Contractual nature of preferences/
Convertible/
bond conversions/
common stock conversions, /
Creditor status of shareholders/
Cross claim rights/
Debt, compared/
Debtholder status of shareholders/
Definition/
Derogation of common law/
Dissolution of corporation, priority to assets/
Distinctions/
Distribution of assets, priority, /
Dividends/
actions by shareholders to recover/
borrowing money to pay dividends/
cumulative/
dividend credit rule/
guaranty/
legal limitations/
mandatory/
noncumulative/
participation with common shareholders/
transferee rights/
Dividends, right to/
Estoppel to object to issuance/
Exchange for common stock, /
Exchange offers bonds/
Extinguishing dividend arrearages/
Impairment of rights/
Implied charter or statutory authority/
Increase of stock, rights/
Insolvency of corporation, priority to assets/
Issuance/
blank shares/
estoppel to object/
ratification/
unauthorized/
Liabilities of shareholders/
Liquidation of corporation, priority to assets/
Liquidation preference/
dissolution, preferred shareholder rights to dividends on/
Merger or consolidation/
Modification of rights/
Nature/
Poison pills, use as/
Preemptive rights/
Prejudice to creditors or shareholders/
Protection of investor’s capital/
Ratification of issuance/
Receivers as creditors/
shareholders, -/
sinking funds/
Reduction of stock/
Remedies of shareholders/
Repurchase/
Rights of shareholders/
Shareholders/
change in preferences/
common shareholders, subordination of rights/
consent to redemption or/
repurchase, necessity/
contractual nature of relationship/
conversion privileges/
creditors, relation/
creditor status/
debtholder status/
distribution of assets, priority, /
distribution of assets on dissolution/
dividend rights/
increase of stock, rights/
liabilities/
modification of rights/
preemptive rights/
priority to corporate assets, /
reduction of stock, rights/
rights/
shareholders’ derivative action/
subordination to rights to creditors/
unpaid subscriptions to stock, liability to creditors/
voting rights/
Sinking funds redemption/
Strict construction of rights/
Subscriptions to stock, unpaid subscriptions/
Taxation/
Tender offers, fending off/
Unauthorized issuance, remedies/
Uses/
Valuation/
Voting power/
Voting rights and privileges/
PREINCORPORATION/
CONTRACTS/
See also Promoters Acceptance/
Adoption/
acquiescence/
burden of proof/
directors/
effect/
implied/
manner/
officers or agents/
pleadings/
requisites/
silence/
Bond issuance/
Debts/
Directors, adoption or ratification/
Employment/
Enforcement/
Fraudulent/
Illegality/
Implied adoption or ratification/
Leases/
Liability/
corporation/
promoters/
Nonbeneficial/
Notes/
Novation/
PREINCORPORATION/
Officers or agents, adoption or ratification/
Promissory notes/
Ratification/
acquiescence/
burden of proof/
directors/
effect/
implied/
manner/
officers or agents/
pleadings/
requisites/
silence/
Repudiation/
Rights/
corporation/
promoter/
Statute of frauds/
Ultra vires/
Validity/
PREINCORPORATION/
SUBSCRIPTIONS/
PRELIMINARY INJUNCTIONS/
Bond requirements/
Cooperative marketing association agreements, enjoining breach/
Discretion of court/
Likelihood of success on merits/
Mandatory relief/
Noncompetition covenants, enforcement/
Purposes/
Unclean hands/
PRESCRIPTION/
See Creation of Corporation/
PRESIDENTS/
See also Bank Officers; Salaries and Other Compensation; Service of Process/
Accountants, employment/
deadlock of directors/
Acts in ordinary course of business/
Acts outside ordinary course of business/
Adjourning meetings of shareholders/
Affidavits/
power to make/
Apparent authority/
Apparent powers, execution of corporate instruments/
Appointment of receiver, consent/
Arbitration, submission of corporation/
Assignments/
Attorneys, employment, , /
Bankruptcy, filing of petition/
Banks, knowledge or notice imputed to bank/
Borrowing money/
Brokers, employment/
Charitable donations/
Checks/
execution/
indorsement/
payment of personal debts/
Claims by and against corporation/
Collection agency, employment/
Commercial paper execution/
indorsement/
Compensation of employees/
Contracts of corporation employment/
modification/
rescission/
waiver of rights/
Deadlock of directors, power to sue/
Dedication of corporate property/
Discharge of claims/
Eminent domain actions/
Employee compensation, power to fix/
Employee withholding taxes, collection and payment/
Employment and employment contracts, power to employ, -/
Estoppel to deny powers/
Exchange of corporate property/
contracts/
express or apparent powers/
Expert witnesses, employment/
Express powers/
False pretenses, liability/
Foreign corporation, service of process/
Futures contracts/
Inherent powers, /
Institution of lawsuits/
Insurance adjusters, employment/
Insurance of corporate property/
Investments, futures/
Issuance of stock/
Leases, /
Legal proceedings, , /
Liability/
acts of co-officers or employees/
Lifetime employment contracts/
Limitations on powers/
Management of business/
Medical personnel, employment/
Meetings, power to call/
adjourning meetings/
cancellation by directors/
presiding officer/
preventing holding of meeting/
Modification of contracts/
Mortgages/
foreclosure/
Negotiable instruments acknowledgments/
execution/
indorsement/
signature/
Parent and subsidiary corporations, guaranty agreements/
Pledges/
Powers/
accountants, employment/
actions by and against corporation, , /
acts in ordinary course of business/
acts outside ordinary course of business/
affidavits/
apparent authority/
appointment of receiver, consent/
arbitration, submission of corporation/
assignments/
bankruptcy, filing of petition/
borrowing money/
brokers, employment/
bylaws, power derived from/
charitable donations/
checks, -/
collection agency, employment/
compensation of employees/
deadlock of directors, power to sue/
dedication of corporate property/
eminent domain actions/
employee withholding taxes, collection and payment/
employing attorney/
employment and employment contracts, -/
estoppel to deny/
exchange of corporate property/
execution of corporate instruments, /
expert witnesses, employment/
express/
futures contracts/
indorsement of corporate instruments/
inherent, /
institution of lawsuits, /
insurance adjusters, employment/
insurance of corporate property/
leases/
legal proceedings, , /
lifetime employment contract/
limitations/
management of business/
mortgages/
negotiable instruments, -/
ordinary course of business, , /
pledges/
promissory notes, -/
purchases, corporate property/
purchasing agents, employment/
ratification/
ratification by corporation/
real estate brokers, employment/
receivers, consent to appointment/
release of claims/
rescission of contracts/
sales/
corporate property/
stock/
sales representatives, employment/
service of process/
small claims actions/
statute of limitations, waiver/
stock issuance or sale/
suits, institution/
surrender of claims/
tolling statute of limitations/
waiver of contract rights/
withholding taxes, collection and payment/
Prevent holding of shareholders’ meetings/
Promissory notes, -/
Purchases, corporate property/
Purchasing agents, employment/
Ratification/
acts of president/
power or authority to ratify/
Real estate brokers, employment/
Receivers, consent to appointment/
Release of claims/
Rescission of contracts/
Sales/
corporate property/
stock/
Sales representatives, employment/
Service of process acting president/
de facto officer/
Service on in action against foreign corporation/
Signatures, authority to sign/
corporate instruments/
Small claims actions/
Statute of limitations, waiver/
Stock issuance or sale/
Suits, institution/
Surrender of claims/
Uniform Fiduciaries Act, indorsement of corporate instruments/
Waiver of rights/
Withholding taxes, collection and payment/
PRETENDED CORPORATIONS/
Liability of members to third persons basis/
burden of proof/
dissolution of corporation, acts subsequent/
general rule/
illegal purposes, organization of corporation/
limitation of liability to active participants/
necessary capital not subscribed or paid in/
particular matters affecting liability/
persons liable/
torts/
unauthorized purposes, organization of corporation/
Liability of pretended corporation/
Relationship of members as between themselves/
Rights of members as individuals/
PRICES/
Antitrust/
discrimination/
predatory/
price-fixing/
Discrimination, antitrust/
Fixing/
Price-fixing/
PRINCIPAL OFFICE/
See also Place of Business; Registered Office/
Proof/
Venue, -/
PRINTING AND PRINTING COMPANIES/
See also Manufacturing Corporations Classification of corporations/
PRIORITIES/
See Insolvency; Mortgages and Deeds of Trust; Receivers/
PRIVACY/
PRIVATE CORPORATIONS/
See Classifications of Corporations; History of Corporations/
PRIVATE SECURITIES/
LITIGATION REFORM ACT OF/
/
Aiding and abetting/
Attorneys’ fees/
Class action requirements/
Contribution/
Damages/
Director liability/
Forward-looking statements/
Joint liability/
Liability, types/
Officer liability/
Overview/
Private actions/
Proportionate liability/
Remedies, rescission/
Safe harbor provisions/
Scienter/
Several liability/
Subscriptions for shares/
PRIVILEGED/
COMMUNICATIONS/
waiver/
multinational litigation/
PRIVILEGED/
Attorney’s agent/
Common interest privileges/
Company newsletter/
Conditional privileges/
Control group test/
Corporate meetings, statements at meetings/
Employer-employee relationships/
Employment applications/
Former employees/
Government investigations/
Government subpoena/
Intracorporate memoranda/
Letters written in ordinary course of business/
Libel, defense/
Mandamus/
Qualified privileges/
Reports by officer or agent/
Scope of employment test/
Slander, defense/
Work product rule/
PRIVILEGES AND IMMUNITIES/
See also Foreign Corporations;/
Privileged Communications Accountant-client/
waiver/
requiring favoring of resident creditors/
rights/
rights to statutory privileges/
Inapplicability of article IV of United States Constitution to corporation/
Taxation, foreign corporations/
Waiver/
Work product rule/
PROBATE/
See Actions/
PROCESS/
PRODUCTS LIABILITY/
Alternative liability/
Causes of action/
negligence/
strict liability/
warranties/
Continuity of enterprise, exception to successor liability/
Crashworthiness doctrine/
Damages/
Defective products/
Defenses/
assumption of risk/
comparative negligence/
contributory negligence/
government contract specifications/
misuse/
open and obvious rule/
Distributor’s duties/
Duty to warn, exception to successor liability/
Economic loss rule/
Enterprise liability/
Foreign corporations, jurisdiction/
Government contracts/
Implied warranties/
Indemnification, successor liability/
Industry liability/
Joint liability/
Jurisdiction, foreign corporations/
Liability/
Limitation period/
Long-arm jurisdiction, manufacturing companies/
Manufacturers’ liability/
Market share liability/
Misuse of product/
Negligence/
enhanced injury action/
Producer’s duties/
Product line exception to successor liability/
Proof of claim/
Punitive damages, successor liability/
Sale of assets/
Sellers’ liability/
Service of process, long-arm jurisdiction/
Strict liability/
defective products/
medical devices/
producer’s and distributor’s duties/
continuity of enterprise/
duty to warn/
indemnification/
product line exception/
punitive damages/
Transfer of assets/
Warnings/
Warranties/
PROFESSIONAL CORPORATIONS AND ASSOCIATIONS/
See also Architecture; Practice of Law; Practice of Medicine and Dentistry/
Board of directors, management authority/
Characteristics/
Conversion to general corporation/
Dissolution/
death of members/
Estoppel to deny its existence/
Ethical standards/
Execution and judicial sale of stock/
General corporation law, applicability/
Incorporation/
Incorporators/
In general/
Lawfulness of purposes/
Law practice, -/
Malpractice liability/
Management vested in board of directors/
Members and membership death/
Name, statutory restrictions/
Powers/
Powers of corporations/
Practice of law, -/
Purposes/
lawfulness/
Repurchase of stock, agreements/
Restrictive stock transfers/
Shareholders, liability/
Stock/
execution and judicial sale/
transfer/
Transfer of stock/
Withdrawal/
PROFIT CORPORATIONS/
PROFITS/
See also Directors; Dividends;/
Insider Trading; Officers and Agents; Promoters Contract payments/
Corporation for pecuniary profit/
Definition/
Dividends, distinction/
Pecuniary profit corporation/
PROFIT SHARING/
See Pensions and Profit Sharing/
PROMISSORY NOTES/
See also Execution of Corporate Instruments; Negotiable Instruments/
Accommodation parties agents/
officers/
shareholders/
Agents/
execution/
Assignments, directors/
Bank cashiers acceptance/
discounts, power to give/
extension of time for payment/
indorsement/
modification/
purchase/
renewal/
sale/
substitution of new note/
Directors/
assignment/
execution/
transfer/
General manager of corporation, execution/
Indorsements/
bank cashiers/
shareholders/
Manager of corporation, execution/
Officers/
bank cashiers, /
execution/
indorsements/
bank cashiers/
president of corporation, -/
purchases, bank cashiers/
renewal, bank cashiers/
sales, bank cashiers/
Payments for stock/
Preincorporation/
President of corporation execution/
indorsement/
Purchases/
Ratification/
Renewal, bank cashiers/
Sales, bank cashiers/
Security for payment of debts/
Shareholders/
comakers/
execution to corporation/
indorsement/
Transfer, directors/
PROMOTERS/
Accounting, secret profits/
Actions/
Admissions/
Agency relationship copromoters/
corporation/
Agreement among promoters/
Agreement to create corporation, breach/
Assumpsit action, secret profits, recovery/
Bonds, issuance/
Bonds issued, payment for options/
Compensation, expenses or services/
Conspiracy to defraud/
Contracts/
acceptance by corporation/
acquiescence by corporation/
adoption by corporation/
agreement to create corporation, breach/
bonds/
death of promoter, effect/
directors, adoption or ratification/
enforcement/
fraud, /
illegality, /
implied adoption or ratification/
leases/
liability, /
nonbeneficial/
novation/
officers or agents, adoption or ratification/
personal liability/
release from liability/
repudiation by corporation/
rescission for fraud/
rights of promoters/
statute of frauds/
subject matter/
ultra vires/
validity/
Contribution among copromoters/
expenses/
Corporation/
Defenses in actions against/
laches/
limitations/
Definition/
Securities and Exchange Rule (q)/
Disclosure of profits/
sales of property to corporation/
Duties/
copromoters/
disclosure of profits, -/
Expenses, reimbursement or contribution/
Failure to create corporation, rights and liabilities/
Federal securities laws, applicability/
Fiduciary duties/
Fraud/
actions against/
aiding and abetting/
burden of proof/
certificates of stock, cancellation/
conspiracy/
contracts/
copromoters’ rights/
corporation’s right of action, /
defenses to actions/
equitable remedies/
inducing incorporation/
injunctive relief/
liability/
pleadings/
remedies/
secret profits/
shareholders’ action/
statutes of limitations/
stock certificates, cancellation/
subsequent purchasers of stock/
Fraudulent representations, /
Illegal contracts/
adoption by corporation/
Incorporators distinguished/
Joint venture relationship/
Knowledge, imputation to corporation/
Leases, execution/
Liabilities/
agreement to create corporation, breach/
arising out of promotion, Model Business Corporation Act ()/
contracts/
copromoters/
defective incorporation/
failure to create corporation/
fraud/
release/
secret profits/
subscribers/
watered stock/
Liability of corporation on contracts/
acceptance/
acquiescence/
adoption/
bonds/
burden of proof/
directors, adoption or ratification/
employment/
fraudulent/
illegal/
implied adoption or ratification/
leases/
officers or agents, adoption or ratification/
pleadings/
ratification/
repudiation/
statute of frauds/
ultra vires/
Notice, imputation to corporation/
Notice chargeable to corporations/
Options to purchase property/
Partnership/
Payment for services or expenses/
Profits, disclosure/
Promotion defined/
Property, sales to corporation, /
Ratification of own acts as directors/
Reimbursement, expenses or services/
Relations/
Remedies against/
Reorganized corporation contracts of promoters/
rights against promoters/
Rescission of contracts, fraud as ground/
Rights/
copromoters/
Sales to corporation/
options to purchase property/
property acquired for corporation/
property owned by promoter/
Secret profits accounting/
actions to recover/
aiding and abetting/
assumpsit action/
burden of proof/
certificates of stock, cancellation/
commissions on sales to corporation/
compromise/
conspiring with third parties/
contracts, rescission/
corporation’s right to sue, /
damages, /
defenses/
definition/
equitable defenses/
equitable remedies/
fraud/
intent as affecting/
judgment or decree/
laches/
liability/
options to purchase property/
pleadings/
property, sales to corporation, /
remedies/
restitution/
settlement/
shareholders’ rights to sue, /
stock certificates, cancellation/
stock transactions/
subsequent purchasers of stock/
unclean hands doctrine/
value of stock, recovery/
Securities Act of , applicability/
Securities Exchange Act of , applicability/
Services, reimbursement/
Shareholders’ action fraud, /
secret profits, recovery/
State blue sky laws/
declarations or reports, proof/
duties to subscribers/
duty to disclose material facts/
fraud or false representations by promoters/
fraudulent misrepresentations, liability/
liabilities to subscribers/
personal liability/
preincorporation subscriptions, oversubscription/
recovery by subscriber of money paid on subscription/
release/
remedies for fraud/
Torts by and against/
PROMOTION STOCK/
See Stock/
PROOF OF SERVICE/
PROPERTY/
See also Leases; Personal Property; Quasi-Public Corporations; Sales or Purchases of Corporate
Property/
Action for damages, venue/
Adverse claims/
Adverse interests or title directors or officers/
shareholders/
Alienation, terminating corporate existence/
Alienation of corporate property, judicial proceedings for forfeiture/
Assessment/
Assets/
Bona fide purchaser/
Church corporations, rights and interests of members/
Conversion/
Corporate existence affected by sale of corporate property/
Corporate property, assessment and valuation/
Dedications/
Dissolution of corporation alienation, /
foreign corporations, rights of dissolved corporation/
lease/
statutory trustees, powers and duties/
alienation/
Dividends payable in property/
Donations, -/
Executions against, directors and officers, /
Extension of corporate charter as affecting ownership/
Foreign corporations personal property/
powers and rights/
stock/
Gifts, -/
Inspection by shareholders/
Intangible personal, capitalization effects on/
Interests/
directors/
officers/
shareholders, , /
Knowledge of adverse claims/
Location, false statements or representations/
Membership corporations, rights and interests of members/
Misappropriation/
members’ rights and interests/
transfers, all or substantially all/
Notice of adverse claims/
Ownership proof/
Personal property, tangible/
Possession, directors and officers/
Promoters, sales to corporation options to purchase property/
property acquired for corporation/
property owned by promoter/
Receiver in dissolution proceedings, title/
Redemption directors/
rights and interests of members/
Repossession from officers/
Sales, promoters to corporation, /
Shareholders’ interests and liability/
Summary proceedings against corporation to recover/
Taxation/
generally/
assessment of property/
commerce clause/
corporate bonds/
corporate interests, place of taxing/
corporate property, assessment and valuation/
corporation domicile or residence/
dividends, measurement by/
double taxation/
due process/
excise vs/
exempt property ownership/
exempt property use/
filing fees/
franchises/
franchises, assessment, valuation/
income taxes/
national banks/
net worth of corporation, measurement by/
occupation tax/
organization fees/
Property leased by or to exempt corporations/
real or personal, as/
rental property/
shareholder income or dividends/
situs/
situs of shares of stock/
statutory name as controlling/
statutory or charter provisions, constitutionality/
stock, assessment and valuation/
stock, original issues/
stock in hands of shareholders/
stock shares/
stock subject to/
stock transfers/
tests for making distinction/
unit ownership/
use tax/
Title/
admissions or declarations, officers or agents/
directors, /
estoppel to deny/
officers, , /
shareholders/
transfers of stock/
Transfers/
all or substantially all property, transfer/
assignment, choses in action/
attachment, grounds/
bonds, corporate powers/
charitable purposes, gifts and donations/
choses in action/
consent of court, statutory requirement of/
controlled corporation, capitalization effects/
conveying right to tax refund/
corporate property by shareholders/
debt payment/
dedication, public use/
directors/
dissolution, consent of court to transfer following initiation of/
donations/
easement, grant/
excess property/
express power/
future delivery, sales/
gifts/
implied power/
limitations/
minority shareholders, rights/
negotiable instruments, corporate powers/
officers/
payment of debts/
persons to whom transfer may be made/
power, presumption/
quasi-public corporation, property of/
quasi-public corporations/
sale of all corporate property/
scope of business, transfer for purpose outside/
security or payment, property taken for/
sole shareholders, powers/
statutory prohibitions and restrictions/
subscriptions, corporate power/
surplus property/
trust property/
unauthorized purposes/
violations of law/
Use, shareholders/
Use tax/
Valuation/
Valuation, dividend declaration as purpose/
Value or condition, false statements or representations/
PROSPECTUS Defined/
False or misleading, underwriter’s liability/
Filing requirements/
Securities Act of/
definition/
Securities laws/
Subscriptions to stock, fraud/
Underwriter’s liability, false or misleading statements/
PROXIES/
Aliens, restrictions on exercising right/
Appearance at meeting as revocation of proxy/
Appointment coupled with an interest/
Appraisal rights, loss/
Articles of incorporation provision/
Authority of holder/
Bylaw provisions/
Calling of special meeting, power of proxy holders/
Capital stock, increase of/
Causation, misleading statements/
Collusion/
Common-law rules/
Compelling to give to another person/
Conflicting/
Consolidations, SEC proxy rule violations/
Contests, /
expenses/
Control share acquisitions/
Corporate funds, payment of expenses/
Datagrams/
Definition/
Dissolution and winding up/
Dissolution of corporation, revocation of proxy as result/
Duration/
Duties of holder/
Electronic transmissions/
Employment of professional proxy solicitors/
Estoppel, shareholder/
Executors and administrators, necessity of showing authority/
False or misleading solicitations/
False representations by holder as to actions at meeting, shareholder estopped to object/
Family of director, transactions involving/
Federal regulation of solicitation/
Federal securities acts, regulation/
Filing/
Form/
Fraud/
Freeze-out mergers/
Generally/
General proxy, powers conferred/
Going private transactions/
Good faith/
Husband and wife/
Implied private civil action/
Incorporators, organization meeting/
Information required under federal proxy rules/
Injunctions/
Inspectors bound to recognize/
Insurgents, payment of expenses/
Irrevocable/
appointment coupled with an interest/
proxy contests/
voting agreements/
Joint owners/
revocation/
Knowledge of proxy, imputation to shareholder/
Laches, repudiation of unauthorized acts of proxy/
Liability under state law/
Limited proxy, powers conferred/
Materiality of misleading statement/
Meeting, special/
Mergers, SEC proxy rule violations/
Misleading solicitations/
Negligence, liability under Section (a)/
bylaw provisions/
Nonresidents, restrictions on exercising right/
Notice to proxy as notice to shareholder/
Office of thrift supervision, proxy solicitation/
Oral/
Powers conferred on holder/
Power to give/
Predictions as to future market/
values, earnings, or dividends/
Presentation at meeting/
Professional proxy solicitors, propriety of hiring/
Proxy contests/
employment of professional proxy solicitors/
payment of expenses/
Proxygrams/
Proxy system and its operation/
Receivers, compelling execution/
Reconciling conflicting proxies/
Reorganization/
Requirements/
Rescission of merger/
Restrictions/
Revocable proxy contests/
Revocation/
Rule a-/
Rule a-/
Rule a-/
Rule a-/
Rule e-/
Rules, shareholder activism/
Sales of assets of corporation/
Scienter, liability under Section (a)/
Section (e)/
false or misleading solicitations/
proxy rules and shareholder activism/
Rule a-/
Rule a-/
Rule a-/
liability of parties/
remedies/
standing to sue/
Rule a-/
Section (a)/
shareholder’s proposal, inclusion/
solicitation/
Selling, restrictions/
Shareholder activism under proxy rules/
Shareholder mailing lists, right to inspection/
Shareholder’s proposals, inclusion/
Signature in handwriting of other than shareholder/
Signing of proxy/
Solicitation/
creditors’ committees, insolvent corporations/
mailing lists, right to inspection/
professional solicitors/
restrictions/
Special meeting/
Specific proxy, powers conferred/
State law, liability under/
Sufficiency/
Telegraphic/
Termination/
Time limit/
Use of corporate funds for proxy solicitation/
Validity/
Voluntary liquidation/
Voting agreements/
Voting trustees/
Voting trusts/
PUBLICATION/
See Reports; Service of Process/
PUBLIC BENEFIT/
Benefit corporations/
PUBLIC BOARDS/
PUBLIC CORPORATIONS/
See Classifications of Corporations; History of Corporations; Public Utilities; Quasi-Public
Corporations/
PUBLIC IMPROVEMENT CORPORATIONS/
PUBLIC LANDS AND LAND LAWS/
Corporation’s powers to make entries and settlements/
PUBLIC OFFICIALS/
See also Blue Sky Laws; Shareholders’ Constitutional, Statutory or Charter Liability to Creditors
Minority shareholders, rights and remedies against/
Performance of duties, presumptions/
Service of process, designated agent to receive process/
deputy to public officer/
Shareholders’ statutory liability, agreement with officer as defense to action to enforce/
PUBLIC POLICY/
Bylaws inconsistent/
Contracts, limitations of liability/
sales or purchases of stock, violation/
Contracts against/
Contracts illegal as against/
Corporate powers/
Incorporation, purposes as violation/
Injunctions against acts offending/
contracts relieving trustees of liability/
Purchases of stock, violation/
Sales of stock, violation/
Secret profits of officers and directors/
Statutes as statement of/
Ultra vires transfers of real property to corporation/
Violations, incorporation/
Voting trusts, validity/
PUBLIC RECORDS/
See Books and Records; Inspection of Books and Records/
PUBLIC SERVICE COMMISSION/
Abandonment of business/
expiration of franchise/
part ofbusiness/
Accounts/
Amendment of charter or articles/
Arbitration, conflicts between utilities/
Authority, state delegation/
Bond issue, consent/
Books and records/
Certificate of public convenience and necessity/
Conflicts between utilities, arbitration/
Consent to abandonment of business/
Consent to transfer of property or consolidation/
Consolidations/
Corporations subject to control/
Corporations subject to jurisdiction/
Cost of regulation/
Delegation of power/
Discretion/
Discrimination/
Exit from market/
part of business/
Hearings and orders/
Investigations/
Judicial review/
Jurisdiction/
Mergers/
Municipal corporations, conflict/
Penalties/
Power/
conflict with municipality/
corporations subject to control/
delegation/
fixing of rates/
nature of power/
scope/
Quasi-public corporation’s property, transfer/
Rate regulations/
Rates, contracts fixing rates/
Receivership/
Regulatory powers/
Regulatory powers over leases/
State’s delegation of authority/
Stock issuances/
Territorial extension of service/
Transfers of assets/
Unwarranted dividends/
Utilities subject to jurisdiction/
PUBLIC SERVICE CORPORATION/
See also Common Carriers; Electric Light and Power Companies; Natural Gas Companies
Antitrust, contracts/
Attachment of property/
Classification/
quasi-public/
Common carriers, air/
Dissolution, grounds for judicial dissolution/
Executions against property/
franchises/
secondary franchises/
Franchises/
Impairment of obligation of contract amendment or repeal of charter/
rates, legislation affecting/
Increase of stock/
Leases/
impairment of public service obligation/
power to enter/
Mandamus, availability/
Navigation development companies/
Powers/
Purposes/
PUBLIC SERVICE/
Stock/
consideration for issuance/
increase/
Taxation generally/
PUBLIC UTILITIES/
See also Governmental Control; Rate Regulations/
part of business/
Accounts/
Advertising/
Antitrust agreements to divide/
Antitrust contracts/
Antitrust laws/
Books and records/
Cable television companies/
Classification/
quasi-public/
Consolidations/
Contracts between utilities, antitrust/
Contracts limiting liability for negligence/
Damage, utility property/
Defined/
Discrimination/
Efficiency/
Electric companies/
Electric cooperatives/
Elevator companies/
Eminent domain, legislation affecting rates/
Executions against property/
Exit from market/
Filed rate doctrine/
Franchises, injunction to prevent governmental impairment of rights/
Gas companies/
Impairment of obligation of contract, amendment or repeal of charter/
Invasion of service area by another utility/
injunctive relief/
Leases/
power to make/
License fees/
Light companies/
Mining corporations/
Mobile radio-communication companies/
Mortgage of after-acquired property/
Natural monopolies/
Negligence, contracts limiting liability/
Pipeline companies/
Power companies/
Power to fix rates, absence of regulatory legislation/
Power to regulate/
Public service commissions, power/
Public Utilities Regulatory Policy Act of/
advertising/
Rate regulation/
Rates/
contracts fixing rates/
Reasons to regulate/
Receivers, rehabilitation/
Rural electric cooperatives/
Stock issuances/
Territory, agreements to divide/
Water companies/
PUBLIC UTILITY HOLDING COMPANY ACT/
Investment trusts/
Voting rights/
PUBLISHING COMPANIES/
Powers/
PUERTO RICO/
PUNISHMENT/
See also Powers Contempt proceedings/
fines/
PUNITIVE DAMAGES/
Action or inaction of corporate officers/
Assault and battery/
Assessment/
Attachment proceedings, wrongful attachments/
Civil rights/
Common carriers/
Complicity theory/
Consolidations, liabilities of new or surviving corporations, /
Contract actions/
Contract breach/
Conversion/
Corporations, recovery against/
Deceit/
Defamation/
Executions of judgments, wrongful executions/
False imprisonment/
Fraud/
Gross negligence/
Highways, obstruction/
Justifications for imposition on corporation/
Libel actions/
Mergers, liabilities of new or surviving corporations/
Nuisance/
Obstructions of highways/
Outrageous conduct/
Privacy, invasion of/
Products liability/
Proportionality rule/
Securities fraud/
Shareholder’s derivative action/
Slander of title/
Torts, /
complicity theory/
conversion/
equitable relief supporting/
governing or executive officers’ acts/
prerequisites/
Trademark infringement/
Trespass/
Unfair competition/
Vicarious liability theory/
Wrongful death/
PURCHASES/
See also Execution Sales; Foreclosure of Mortgages; Judicial Sales; Real Property; Sales or
Purchases of Corporate Property; Sales or Purchases of Stock Assessment sales/
Claims against corporation, directors or officers/
Doing business in foreign state/
Estoppel to deny corporate existence, purchase of property from corporation/
Ultra vires as applicable to executory contracts for purchase of personal property/
Ultra vires executed contract of corporation, effect/
PURCHASING AGENTS/
Authority/
Employment/
General manager of corporation, power to employ/
Powers/
PURPOSES OF INCORPORATION/
See also Creation of Corporations Agricultural/
Amendments of law/
Anticompetitive/
Architecture, practice/
Articles of incorporation provision/
Ascertainment/
Attack/
Automobile rentals/
Banking/
Benevolent/
Bottling companies/
Brokerage business/
Business/
Charitable/
Churches/
Commercial/
Companies/
Competition, suppression/
Cooperatives/
Determination/
Diverse/
Education/
Evasions of law/
Farming/
Formation under wrong statutes/
Fraternal purposes, /
Fraudulent/
Gas companies, /
General statement/
Holding stock in other corporations/
Ice companies/
Illegal/
Incompatible/
Industrial/
Insurance/
Intoxicating liquor, sales/
Lawful, -/
Law governing/
Law practice/
Limitations/
inquiries/
Liquor sales/
Literary/
Lotteries/
Manufacturing/
Mechanical/
Medical practice/
Membership/
Mercantile/
Mining companies/
fraternal purposes/
religious/
social purposes/
Moneyed corporation/
Monopolies/
Multiple purposes/
agricultural/
benevolent/
charitable/
cooperatives/
educational/
fraternal purposes/
literary/
religious/
scientific/
social purposes/
Number/
Oil companies/
Opposing the government/
Optometry practice/
Practice of architecture/
Practice of law/
Practice of medicine/
Practice of optometry/
Printing companies/
Professional occupations/
Professional services/
Public improvements/
Public policy, violations/
Public utilities/
Railroads/
Ranching/
Real estate holding and dealing, /
Rebellion against government/
Religious/
Restraint of trade/
Scientific/
Sedition/
Single purpose/
Slaughterhouses/
Social purposes/
Specific statement/
Stock and bond brokerage/
Stock brokerage business/
Suppression of competition/
Trading/
Transportation/
Trust companies/
Unauthorized/
Vessel construction and repair/
Violations of law/
Water companies/
PUT AND CALL OPTIONS/
See Stock Options/
QUASI-CORPORATIONS/
QUASI-PUBLIC CORPORATIONS/
See also Leases; Mortgages and Deeds of Trust/
Boom companies/
Carriers/
Cemetery companies/
Characteristics/
Classes/
Contracts/
Ditch companies/
Execution against property/
Gas companies/
Heating companies/
Improvement corporations/
Irrigation companies and districts/
Leases/
power to enter/
Public utilities/
Railroads/
Receivers, railroad reorganizations/
Receivership proceedings/
Reclamation companies and districts/
Transfer of property/
consent, public service commission/
creditors, rights/
general rules/
property not necessary for public use/
transfer to municipality/
Types/
Water companies and districts/
QUESTIONS OF LAW AND FACT/
Agency relationship, disclosure/
Antitrust/
Authority, officers/
Contract liability of directors or officers/
Corporate opportunities/
Directors, powers and liabilities contract liability/
conversion of corporate assets/
negligence/
Disclosures, agency relationship/
Doing business in state by foreign corporation/
Foreign corporations, doing business in state/
Officers, powers and liabilities/
compensation, recovery from officers/
contract liability/
conversion of corporate assets/
negligence/
Powers, officers/
Ratification of acts or transactions/
Salaries and other compensation, recovery by officers of compensation/
Shareholder status/
Tort actions/
Trials/
QUIETING TITLE/
Personal property/
Stock/
Stock, bonds or other intangibles/
QUORUM/
See also Elections; Executive Committees; Meetings of Directors; Meetings of Shareholders
Determining/
adjourned meetings/
Shareholders/
withdrawal from meeting after quorum/
Supermajorities/
bylaws, /
QUO WARRANTO/
Abatement, plea in/
Abuse of corporate powers and franchises/
Answer/
Appeals/
Attorney general, instituting proceedings/
Availability/
Burden of proof/
Character of remedy/
Commissioners, appointment/
Common law/
Complaint/
Consent as defense/
Corporate existence, testing legality/
Corporate organization, testing legality/
Corporation as relator/
Costs/
Custom or usage violations/
Damages/
Decrees, -/
De facto corporation in condemnation proceedings/
Defects in pleadings/
Defendants/
Defenses/
Defensive pleadings/
Demurrers, to petition/
Development/
Director’s right to office/
Dismissal of proceedings/
Duty to institute proceedings/
Elections of directors and officers, standing to challenge/
English statutes/
Estoppel/
denial of corporate existence/
Evidence, admissibility/
Exclusiveness of remedy/
Existence of other remedies/
Fines/
Grounds for use/
Information/
Injunctions, alternative remedy to try title to office/
Instituting proceedings/
Intervention/
Joinder, parties/
Joinder of causes of action/
Judgments, -/
stay/
Jurisdiction/
Jury trials/
Justification, plea of/
Laches/
Leave of court/
Mandamus distinguished/
compel calling of meeting/
improper notice, burden of proof/
Misuse of corporate powers and franchises/
Motion to quash/
Motion to strike petition/
Nature, /
Nonuse of corporate powers and franchises/
Objections to pleadings/
Officer’s right to office/
Orders, -/
Origin/
Ouster from franchises or powers/
Parties/
defendants/
intervention/
joinder/
plaintiffs/
private persons/
Petition/
Plaintiffs/
Plea/
Pleadings, , -/
abatement, plea in/
answer/
defects/
defensive/
demurrer to petition/
initial/
justification, plea of/
motion to quash/
motion to strike petition/
objections/
plea/
replication/
reply/
subsequent/
waiver of defects/
Private right of action/
Procedure/
Proceedings/
abatement/
appeal/
burden of proof/
costs/
decrees, -/
dismissal/
evidence/
instituting proceedings/
judgments, -/
leave of court/
review/
vacation of order granting leave/
Propriety/
Public officer, institution of proceedings by/
Purpose/
Referees, appointment/
Reinstatement of officers/
Remedies, other/
Replication/
Reply/
Respondents/
Review/
Right of action/
private parties/
public prosecutors/
Right to institute proceedings/
Scope/
State, instituting proceedings/
Statutes/
construction/
Statutory violations/
Stay of order, judgment or decree/
Suspension of operation of order, judgment or decree/
proceedings to determine, /
Usurpation office/
power and franchises/
Venue/
Voting trusts/
attacks on validity of agreements/
challenging election/
Waiver/
Waiver of defects in pleadings/
RACKETEER INFLUENCED AND CORRUPT ORGANIZATIONS ACT (RICO)/
Aider and abettor liability/
Arbitration/
Civil remedies/
accrual of civil action/
equitable tolling/
limitations period/
Collection of unlawful debt/
Complicity/
Continuity/
Criminal liability/
Damages/
Enterprise, defined/
state laws/
Fraud, allegations/
Jurisdiction/
Liabilities/
shareholders/
sole shareholders/
Mental suffering/
Pattern/
Physical injury/
Prohibited activities/
Relatedness/
Respondeat superior doctrine/
Securities fraud/
Service of process/
Standing, direct actions by shareholders/
State laws/
civil action/
criminal syndicalism/
enterprise corruption/
enterprises included/
penalties/
RADIO AND RADIO BROADCASTING COMPANIES/
See also Governmental Control/
Mobile radio-communication systems, classification/
Transmissions as interstate commerce/
RAILROADS AND RAILROAD COMPANIES/
See also Bankruptcy; Leases; Receivers; Service of Process; Subscriptions to Stock; Transportation
Corporations Abandonment, property/
Acquisition of property/
Actions by and against, railroad company created by Congress/
Actions by and against agent, government owned or controlled corporations/
After-acquired property, extensions of railroad line/
Agents, knowledge or notice imputed to company/
notice imputed to company, /
Aid bonds, priorities/
Assignment for benefit of creditors/
franchises/
interference with interstate commerce/
notice to shipper/
rolling stock/
Bonds/
consent, necessity/
Classification/
quasi-public/
Commerce clause/
Conductors/
Consolidations, antitrust laws/
Construction, right of way/
Conveyance in fee simple/
Creation, acts of Congress/
Deed, conveying fee or easement/
Directors, adverse interests in rightsof-way/
Duty of care/
Eminent domain, public use/
Equal protection/
Execution against property/
federal control, railroads under/
franchises/
notice to shipper/
rolling stock/
Federal, /
Federal Employers’ Liability Act/
Fee simple title/
sales, purchasers’ title and rights/
statutory priorities/
Foreign corporations, garnishees/
Franchises leasing/
Garnishments, /
federal control, railroads under/
Impairment of obligation of contract, rates, legislation affecting/
Incorporation special acts/
Land company, stock purchase/
Leases/
power to enter/
provisions, terms, and covenants/
Mergers and acquisitions/
Mortgages and deeds of trust after-acquired property, ,/
appliances/
appurtenances/
express powers/
fixtures/
franchises, power to mortgage/
implied powers/
property covered, , , ,/
property not covered/
real estate/
rolling stock/
transfer of property/
Motormen, admissions and declarations/
Notice to shipper, seizure of goods in transit/
Officers, knowledge imputed to company/
Operating expenses, priority of claims/
Payments for stock/
Powers, , /
liability of trustee in possession/
Priorities/
right-of-way purchase, liens for purchase money/
Real property/
acquisition, adverse possession/
conveyance, fee simple/
Receivers/
liabilities, corporation for torts of receivers/
operating expenses, preappointment of receiver/
Removal of shops, injunction to prevent/
Residence/
Right of way/
directors’ adverse interests/
Station agents/
Stock/
purchase/
Taxation generally/
Tort liability/
duty of care/
FELA/
Transit systems/
Trespass on right-of-way/
Trustees, duties/
Venue, /
RANCHING/
Power of corporations to engage/
RATE REGULATIONS/
Amendment or repeal of articles of incorporation, reservation of power to regulate/
Antitrust/
Arbitrators, delegation of power/
Average cost/
Confiscatory effect of rates, admissibility in evidence/
right to exemption/
Construction costs/
Contracts fixing rates/
abandonment of contract rights/
construing/
distinguished/
existence of contract/
expired contracts/
free or reduced rates/
impairment by United States/
increasing rates/
power to change/
confiscatory rates/
consumer contracts/
courts/
duration of contract/
implied from police power/
indefinite duration/
power to delegate authority/
reserved, express/
state contract/
supplying municipality/
unlimited duration/
unreasonable period/
Cost of capital/
construction costs/
rate base/
assets to include/
rate of return/
Cost of service/
Delegation of power to arbitrators/
Discriminatory rates/
abrogation of contracts/
collecting less than rates fixed/
free service for particular passengers/
individuals v governments/
rebates/
reduced rate for particular passengers/
retroactive effect of prohibition/
territories/
Fact questions/
Impairment of obligation of contract, charter as contract/
Judicial review, /
Law questions/
Marginal cost/
right to exemption/
Operating costs/
Peak load pricing/
Power to fix rates/
extent/
increasing/
rates v other regulations/
reasonableness/
regulatory legislation, absence of/
Price squeezing/
Rate base/
assets included/
valuation of assets/
Rate of return/
Rate structures/
peak load pricing/
unjust discrimination/
Rebates/
Referendum to determine rates/
Reorganized corporations, succeeding to exemption from old company/
State government, powers/
Total revenue/
cost of capital/
assets in rate base/
rate of return/
valuation of rate base/
operating costs/
Unjust discrimination/
individuals v governments/
rebates/
territories/
Value of service/
RATIFICATION/
Absentee directors/
Acceptance and retention of benefits, ,/
acceptance by shareholders/
equity/
loans/
particular officers/
Acquiescence, , , , /
directors/
shareholders/
Actions/
board actions/
enforcement or defense of acts or transactions/
illegal or irregular meetings/
officer’s employment of corporate attorney/
Actual knowledge of acts/
Adoption or recognition/
Affirmative acts/
Agency principles/
Agents/
acts of agents/
apparent powers or authority/
retention as ratification/
Apparent powers of officers/
Appropriation of assets/
Association, act of incorporation/
Authority to act, necessity/
Authority to ratify/
Bank cashier’s acts/
Bonds, issues/
Burden of proof/
Check indorsements/
Compromise and settlements/
Conditional/
acquiescence/
board of directors/
shareholders/
Consolidations, unauthorized/
Contracts/
acceptance and retention of benefits/
adoption or recognition/
defectively executed/
demand for performance/
relation back/
withdrawal prior to ratification/
shareholders/
Corporate meeting and election, illegally or irregularly/
Corporate opportunity, appropriation/
Dealings of directors or officers with corporation or property/
acquiescence/
board of directors/
shareholders/
Definition/
Delegated acts, directors/
Directors/
absent proper notice/
acquiescence/
acts of codirectors/
acts of directors, /
board actions/
delegated acts/
express ratification/
formal action, necessity/
fraud/
illegal or irregular meetings/
liability of directors upon ratification/
meetings, necessity and notice/
officers’ acts/
own acts/
powers/
resolution/
torts/
ultra vires acts/
Disaffirmance of acts/
Dividends, declaration/
Easements, acceptance or retention of benefits/
Effect/
Employer, wrongful acts of employees/
Estoppel distinguished/
Evidence, -/
Express/
False statements or representations, directors or officers/
Foreclosure of mortgages defense/
purchasing, contracts relating to mortgaged land/
Forged certificates of stock/
Formal action, necessity/
directors/
shareholders/
Fraud/
sales or purchases of stock, effect of ratification/
Gift of corporate assets, shareholder ratification/
Guaranty contracts, acceptance or retention of benefits/
Illegal acts/
contracts/
issuance of stock/
Implied ratification/
Imputed knowledge of acts/
Individual directors, acts on behalf of corporation/
Informal acts/
Inquiry notice/
Insurance, acceptance or retention of benefits/
Intent to ratify, necessity for/
Interested director or officer transactions/
Irregular increase of stock/
Issuance of stock/
Knowledge as element, -/
actual knowledge/
Knowledge as element, -/
imputed knowledge/
partial knowledge/
presumed knowledge/
Leases/
past executed leases/
Liability of directors and officers upon ratification/
contracts of officers or agents/
fraudulent acts/
illegal acts/
minority shareholders’ rights and remedies,/
own acts/
ultra vires acts/
Manager of corporation acts of manager/
Manner/
particular form, necessity/
Meetings, necessity/
directors/
shareholders/
actions taken at invalid or illegal meeting/
notice, curing defects/
Mergers, unauthorized/
rights and remedies, , /
silence/
Misappropriation of assets/
validation/
validity determinations/
Notice of meeting curing defects/
first meeting, failure to give/
Officers/
acts of officers or agents/
bank cashiers/
knowledge of acts imputed to corporation/
president/
secretary/
treasurer/
vice-president/
apparent powers or authority/
contracts/
liability of officers upon ratification/
torts/
ultra vires acts/
Partial knowledge of acts/
Partial ratification/
Participation, minority shareholders/
Particular form or mode, necessity/
Partnership, incorporation/
Payments by corporation/
Pleading/
Power to act, necessity/
Power to ratify/
agents/
directors/
officers/
shareholders/
President/
acts of president/
Presumed knowledge of acts/
Presumptions/
Promissory notes/
Promoters, ratification of own acts as directors/
Proxy, shareholder as bound/
Purchases of property at forced sales, directors or officers/
Purchases of stock/
Quorum requirements, directors/
Recognition or adoption/
Relation back to original act, /
Repudiation of acts/
Rescission/
stock purchase ratification as bar, /
subscription to stock ratification as bar, -/
Resolutions/
directors/
shareholders/
Retention of agent/
Retention of benefits/
officers/
Sales of stock/
Secondary franchises, transfer of/
Secretary of corporation acts of secretary/
powers/
Settlements/
Shareholders/
authority to ratify/
consent, necessity/
directors’ acts, /
fixing or increasing officers’ compensation/
fraud/
gift of corporate assets/
illegal acts/
interested director or officer transactions/
majority shareholders, , /
meetings, necessity/
minority shareholders, /
misappropriation of assets, /
officers’ and agents’ acts, conflicts of interest transactions, /
resolution/
ultra vires acts/
unanimous vote/
voting/
waste of corporate assets/
Silence/
Statutory regulations/
Stock purchase contracts, ratification as bar to rescission/
agent’s authority to receive/
agents of subscribers/
promoter's acts/
rescission barred by ratification, -/
special terms of subscription/
unauthorized acts/
Suits to enforce or defend acts or transactions/
Time factor/
disaffirmance of acts/
Torts/
Transferor of stock/
Transfers, all corporate property/
Treasurer’s acts/
Ultra vires acts/
Unauthorized acts/
contracts of officers/
increase of stock/
issuance of stock/
mergers or consolidations/
Vice-president’s acts/
Void or voidable acts/
Voting/
directors/
shareholders/
Withdrawal from transaction/
REAL ESTATE CORPORATIONS/
Brokerages, incorporation as lawful purpose/
Foreign corporations, powers and rights/
Ownership of property in foreign state/
Powers/
Purposes/
Sale of all assets, shareholder approval/
Taxation (federal)/
REAL ESTATE INVESTMENT TRUSTS (REITS)/
See Real Estate Corporations/
REALIGNMENT OF PARTIES/
See Parties/
REAL PROPERTY/
See also Dedications of Corporate Property; Foreign Corporations; Mortgages and Deeds of Trust
Acquisition/
conditions/
terms/
Actions/
Adverse possession, acquisition/
Agent, acquisition or holding as or through/
Agreements/
Amount held, limitations/
Amount of property, -/
Asylums, powers/
Attacking title/
Banks, powers/
Business corporations, powers/
Cemetery corporations, powers/
Charter grant of power, /
Charters/
limitations on acquiring and holding/
property acquisition allowed/
Collateral attack on title/
Conditional acquisition/
Conduit to pass title/
Constitutional grant of power, /
Constitutional restrictions, acquiring and holding/
Contracts/
Conveyances, corporate property by shareholders/
Corporate purposes, necessity/
Dedications/
acquisition/
officers/
Devise, acquisition/
Donation, acquisition/
Encroachments, imputed knowledge or notice/
Estate/
Express grant, power to acquire/
Express restrictions or limitations on amount, quantity or value of property/
Fee simple/
acquisition as doing business within state/
conditions of acquiring or holding/
disposal as doing business within state/
mode of acquiring or holding/
ownership as doing business within state/
power and rights/
purpose of acquiring or holding/
sale as doing business within state/
ultra vires or prohibited ownership/
Gifts, acquisition/
Grants, acquisition/
Hospitals, powers/
Implied grant, power to acquire/
Implied prohibition on acquisition from express enumeration of purposes/
Improvements, imputed knowledge or notice/
Interests/
directors/
officers/
shareholders/
Irrigation companies, powers/
Joint tenancy/
Liability, assumption/
Life insurance companies, powers/
Life of corporation, title limited to/
Mining companies, powers/
National banks, powers/
Ownership/
shareholders' interests/
Particular purpose exceptions/
Possession, directors or officers/
Powers of corporations/
Power to acquire/
absence of grant/
Presumptions, title/
Proof of title/
Purchase/
justification/
benefit of employees/
material on land/
waste products, utilization/
Purpose of acquisition/
Quantity of property, -/
Sale or contract to sell agents/
all or substantially all/
officers, , ,/
quasi-public corporation/
statute of frauds/
Savings and loan associations, powers/
Security/
Shareholders, interests and liability/
Statutory acquisition/
Statutory grant of power/
Statutory restrictions, acquiring and holding/
Surplus, disposal/
Tenancy in common/
Title/
adverse possession/
directors/
estoppel to deny/
limitations, life of corporation/
officers/
proof/
shareholders' interests/
Toll bridge companies, powers/
Trust companies, powers/
Trustee, acquisition or holding as or through/
Unnecessary property, disposal/
Value of property, -/
Voluntary associations, right to own real estate/
Water companies, powers/
REBATES/
See Rate Regulations/
RECEIPTS/
See Reports/
RECEIVERS/
See also Attachment; Dissolution of Corporations/
Accounting/
appeals/
court ordered/
creditors, right to compel/
expenses/
losses/
necessity and manner/
objections/
shareholders, right to compel/
Actions by or against corporation in receivership/
Actions by or against receivers/
appeals, /
burden of proof/
condemnation proceedings/
consideration for stock, remedies for inadequacy/
costs/
defenses, /
directors’ liability, ,, , /
enforcement of shareholders' statutory liability/
extension of receivership to property of company/
failure to maintain/
federal courts, jurisdiction/
federal receivers, leave of court/
foreign receivers/
fraudulent conveyances, actions to set aside/
intervention, shareholders/
joinder of parties and causes of action/
judgment, effect/
jurisdiction/
ancillary/
Actions by or against receivers/
leave of court/
limitations of action/
Model Business Corporation Acts,/
mortgages, right to attack/
name in which brought/
officers’ liability, ,/
order appointing/
outside of jurisdiction of appointing court/
parties/
pleading/
preferences, actions to set aside/
removal of causes/
res judicata/
revocation of leave of court/
service of process, statutory provisions/
shareholders, actions/
state and federal courts, concurrent jurisdiction/
statutory authority, /
types of actions/
vacation of judgments/
venue/
watered stock, enforcement of liability/
Administration of assets/
ancillary receiver of foreign corporation/
Advice from court/
Allowances and awards/
appellate costs and expenses/
compensation/
Appeals/
appointment of receiver/
costs/
discretion of court/
hearing/
order refusing to vacate receivership/
power of receiver/
priorities/
reversal/
review/
stay/
supersedeas/
time for perfecting/
Appointment/
appellate courts, visitorial powers/
application for appointment/
attorney for receiver, eligibility and appointment of/
bank receiverships/
bond/
collateral attack/
common law/
concurrent state jurisdiction/
conditions precedent, demand on directors/
conduct of hearing/
conflicts between courts/
consent to receivership/
corporation, right to obtain/
court of its own motion/
creditors' rights and liabilities actions against directors or officers/
shareholders' liability/
decree dissolving corporation/
directors' duties and liabilities upon appointment, /
action for damages/
criteria/
factors/
temporary or pendente lite receivers/
Appointment, —Cont'd/
effective date/
effect of appointment/
equity courts, /
evidence/
federal courts/
amount in controversy, jurisdiction as dependent/
conflict between state and federal courts/
discharge/
friendly’’ receiverships/
general factors considered by court/
going corporation/
grounds/
hearing/
incidental power and authority of court/
incidental relief/
independent suit/
inherent power of equity court/
intervention in proceeding/
judgment, necessity for/
jurisdiction/
amount in controversy/
bank receivers/
concurrent state and federal jurisdiction/
conflicts/
consent/
discretion distinguished/
state and federal courts conflicts/
statutory/
motion to vacate/
nature of corporation, propriety of appointment/
notice of appointment/
Appointment, —Cont'd officers/
duties and liabilities upon appointment/
operation/
orders and decrees/
amendment or modification/
sufficiency/
pendente lite/
person entitled to obtain/
creditors/
insolvency/
pleadings and proceedings/
power to appoint/
president of corporation, consent/
purposes, -/
removal of assignee/
right to obtain/
setting aside order or decree/
shareholders, right to obtain/
shareholders' derivative suit/
state and state officials/
statutory receivers/
surety with unliquidated liability/
time/
verification of pleadings/
waiver of objection to appointment/
Appointments/
supplementary proceedings/
Assessment on full-paid stock, power to levy assessments/
Assets of receivership/
Assignee of corporation/
Assignments for creditors/
Assistance from court/
Attachment proceedings, appointments/
Attorney for corporation resisting receivership, fees/
Attorney for receiver appointment/
compensation and fees/
Attorneys' fees/
corporation/
creditors and shareholders/
priority/
Bank as receiver for corporation/
Bank commissioners/
Bank receiverships/
appointment/
assets, distribution and collection/
exclusiveness of banking legislation/
Financial Institutions Reform, Recovery and Enforcement Act/
interest on claims/
National Bank Act/
powers of receiver/
rights in property/
Bankruptcy, proceedings/
Bond, -/
Borrowing money/
Business trust/
Calls on shareholders for unpaid subscriptions, power to make/
Certificates/
application for certificate/
authorized purposes/
Certificates/
contesting priorities/
estoppel/
finality of court order/
holders/
laches/
lienholders without notice/
negotiability/
notice to creditors/
objections to issue/
power to issue, -/
priorities, /
best interests of bondholders/
different issues, as between/
expenses of receivership/
preservation of property/
statutes/
vendor's lien/
proceedings to obtain authority to issue/
purchasers/
assignments/
for value/
implied warranties/
reviewability of court order/
sale below par/
setting aside priorities/
usury/
validity/
waiver/
Claims in receivership proceedings action to establish/
allowance/
agents/
powers and duties of receiver/
amendments to allowance/
amendments to claims/
appeals/
attorneys’ fees and expenses/
bank receiverships/
character of claims/
Claims in receivership proceedings —Cont'd classification/
allowance, effect/
general claim/
objections to allowance/
preferred claims/
contingent/
contract/
defenses/
disallowance/
effect of allowance/
effect of disallowance/
expenses/
extension of deadline/
failure to file within deadline/
filing, /
government claims/
guaranty/
hearing/
reference to master/
interest/
jurisdictional time limits on bar/
jurisdiction of appointing court/
laborers, priority/
laches/
nature of claims/
notice/
personal claims of receivers/
postponement/
power of receiver/
presentation, filing and proof effect of filing/
manner of presenting and proving/
necessity/
objections/
place for presenting/
procedure/
time for presentation/
proof of claims/
provable claims/
franchise tax/
judgments, -/
provable claims, —Cont'd rent/
taxes/
receiver’s allowance/
rent claims/
secured creditors, rights of/
setting aside allowance/
shareholders as creditors, loan vs/
contribution to capital/
subordination/
surety/
time at which status and amount of claims fixed/
time for presentation/
United States income taxes, priority/
unliquidated/
vacating allowance/
waiver of time limits/
Claims under worker's compensation law, priority/
Classes/
Collateral attack, appointment/
Collection of assets/
Compensation/
allocation of liability/
amount/
bankruptcy effect/
extra work/
funds liable/
judicial review/
liability/
officers, recovery by corporation/
plaintiff’s liability/
priority of claim/
Comptroller of the Currency/
Conduct of business, propriety/
Contingent claims/
Continuance of business, , /
liability/
Contracts,/
adoption/
capital improvement projects/
contracts extending beyond receivership/
enforcement/
expansion of business/
liability/
mutuality of remedy/
ordinary expenses for going concern/
personal services/
rejection/
special orders of court/
supplies/
Control of property of company/
Costs, apportionment/
Counterclaims, effect on assertion of right/
Creditors, actions against directors or officers/
Criminal liability/
corporation in receivership/
Definitions/
Derivative actions on behalf of corporation in receivership, /
Development of law/
Directors/
actions against directors, /
eligibility/
Disbursement of funds/
liability/
Discharge/
appeal from order/
collateral attack, /
notice/
voluntary/
Discontinuance of suit for appointment/
Dismissal of action for appointment/
Dissolution/
compensation/
contrasted/
corporation dissolved by appointment of receiver/
national bank by appointment/
rights, powers, duties and liabilities/
termination of corporate existence/
Distinctions/
application of funds/
authority of receiver/
bank receiverships/
bondholders/
claims not filed in time, allowance/
conflict of laws/
creditors' suits, effect/
disallowed claims, action to enforce/
dividends/
late claims/
liquidating dividends, , /
notice of intention to declare/
refund of liquidating dividend/
final distribution/
fraud/
interest, /
jurisdiction of appointing court/
Distribution of assets—Cont'd nature of process/
objections to distribution of assets/
partial distribution/
payment of claims/
priority/
receiver’s authority/
refund of liquidating dividends/
setoffs/
settlement agreements/
Dividends/
face amount of claim as basis/
payment of expenses of liquidation/
preliminary/
Duration of receivership/
Duties, payment of taxes/
Effect of receivership/
action pending by or against the company/
acts of receiver, liability of corporation/
assignee of corporation/
assignments for creditors/
bank/
chattel mortgages/
condemnation of property in hands of receiver/
conferring advantages or privileges/
contracts/
enforcement/
insurance contracts/
personal services/
rejection of contract by receiver,/
supplies/
creditors' rights and liabilities/
debtors' rights/
deposits in bank, setoffs/
equitable rule regarding setoffs applicable/
executory contracts/
federal court/
intervention/
leases, corporation’s liability to pay rent/
liabilities of company/
maturity of corporate debt/
lienholders, rights and liabilities/
limitations, effect upon running of statute/
officers/
duties and liabilities, enforcement/
rights and powers/
termination of powers/
powers of company/
vesting in receiver/
property of company/
books and records, right to possession/
funds deposited with state official/
proceedings to compel receivers to turn over property/
right to possession/
trial of right to property claimed by receiver/
public service commission, jurisdiction/
purchase of claims to be used as setoffs/
right of action, /
service of process upon corporation/
setoffs, -/
shareholders' derivative actions/
tax liability/
Effect of receivership—Cont'd third persons, rights/
vesting of title/
Eligibility/
Eminent domain, condemnation of property in hands of receiver/
Evidence/
Examination of witnesses and documents/
Execution of mortgages/
Expenses, ,/
bankruptcy, effect/
priority/
Federal courts/
powers/
removal of causes/
powers/
Fiduciary character of receiver’s position/
decrees, /
defenses, who may interpose/
holders of receivers certificate, right to intervene/
possession of property/
preservation of corpus of estate/
sequester of rents and profits/
Foreign corporations acting as receiver/
actions by and against receiver/
comity, application of doctrine/
defenses/
leave to sue receiver/
objections/
right of receiver to sue in own name/
waiver/
ancillary or auxiliary receivers/
administration of assets/
appointment, jurisdiction/
custody of assets/
decree or order appointing/
duration of appointment/
powers, rights, and duties/
showing for appointment/
appointments/
creditors’ rights and liens/
attachments, effect/
creditors residing in state where receiver appointed/
creditors submitting to jurisdiction of appointing court/
executions or garnishment, effect/
effect of appointment/
property in other jurisdictions/
rights of receiver/
title to corporate property/
general receivers, jurisdiction and power to appoint/
jurisdiction to appoint, , /
local assets, appointment to take charge/
order of appointment/
persons entitled to seek appointment/
power of state to appoint receiver/
preservation of assets within state/
Foreign corporations—Cont'd procedure for appointment/
service of process on, as affected/
voting at corporate meetings and elections/
Franchise tax claim/
Governing law/
Grounds for appointment/
absence of assets/
business losses/
deadlock in affairs of corporation/
dissension among officers or stockholders/
exclusivity of statutory provisions/
fraud/
imminent danger of insolvency/
impossibility of attaining object of corporation/
insolvency, -/
lack of governing officers/
misconduct/
apprehension of future misconduct/
directors/
future misconduct, apprehension of/
preservation of assets against loss, pendente lite/
mismanagement/
public interest/
rules of court, -/
shareholders deadlocked/
ultra vires acts/
Grounds for refusing absence of assets/
absence of benefit/
Grounds for refusing—Cont'd absence of necessity, , /
bond, effect of defendant offering/
indemnity, effect of defendant offering/
other adequate remedy/
violation of law by corporation/
Guaranty claims/
History of law/
Holding corporations/
Immunity, qualified/
Income, liens/
Injunctions/
incidental relief/
national bank receivers/
Instructions from court/
Insurance contracts cancellation/
Interest/
Interference, contempt of court/
Joint receivers/
Judgments, claims, -/
Jurisdiction, exclusive jurisdiction/
Jurisdiction of appointing court allowance or rejection of claims/
Leases, /
Liabilities/
attorney's fees/
contracts/
corporation for acts of receiver, /
criminal acts committed during receivership/
degree of care required/
disbursement of funds/
employees, torts/
loss of money deposited, degree of care required/
Liabilities/
post-discharge torts/
preexisting torts/
property damage/
qualified immunity/
standard of care/
statutes imposing penalties or liabilities on corporations/
successive receivers/
taxes/
termination/
torts/
Lien creditors, rights and liabilities/
receiver’s status under UCC/
Liquidation, misconduct or/
mismanagement of directors, officers or shareholders/
Litigation/
Maintenance expenses/
attorneys' fees/
authority to sue or be sued, /
compensation/
expense disbursements and reimbursements/
sales/
powers/
National Bank Act, distribution of assets/
National bank receivers, , /
Nature of office/
equitable nature of receivership/
Number/
Objections to appointment/
Officers/
actions against, ,,/
Officers—Cont'd/
authority to consent to appointment/
holding office past term elected, grounds for appointment/
Operating expenses/
Parties/
actions/
Payment and compromise of claims/
ratification of invalid payment/
refund of liquidating dividends/
Payment by shareholder, defense to action for shareholders' statutory liability/
Pendente lite receiverships/
Pending action/
Persons eligible/
Pledge, assets as security for loan/
Pledgee of stock, right to appointment/
Possession of property/
Powers and duties/
Preference to creditors, actions to set aside/
Preservation of property/
President of corporation, consent to appointment/
Priorities/
adjudication/
appeals/
attorney's claims for services/
bank receiverships/
compensation of receivers/
conflict of laws/
consent of lienholders, operating expenses/
contesting priorities/
creditor status of shareholders/
determination/
Priorities/
estoppel/
expenses of receivership, /
federal government claims entitled to priority over wage claim/
fraud as affecting/
government liens/
guarantors/
health fund contributions/
holders of receiver’s certificates and other claims/
judgments/
laborers' claims/
laches/
liens/
loans or advances/
mortgages/
operating expenses/
partnership debts/
quasi-public corporations, operating expenses/
railroad companies/
secret liens/
secured debts/
setting aside priorities/
shareholders, -/
six months' rule/
statutory liens/
taxes/
trust funds/
unliquidated contingent claims/
unperfected security interests/
unsecured creditor/
wage claims/
waiver/
Procedure for appointment/
amendment of judgment, order or decree/
answers/
Procedure for appointment/
construction and interpretation of judgment, order or decree/
counter-affidavits/
demurrers/
dismissal, discontinuance or withdrawal of suit/
estoppel/
evidence/
intervention/
judgment, order or decree/
collateral attack/
laches/
modification of judgment, order or decree/
nature of proceeding/
notice of application/
parties/
pleadings, -/
time/
venue/
verification of pleadings/
Property of corporation/
liability for damages/
possession and control/
Purchases of receivership property by directors or officers/
Qualification, -/
Qualified immunity/
Quo warranto proceedings, appointment/
Railroad companies, debts for current expenses as having priority/
Release of rights/
Removal/
Repairs/
Reports/
failure to make/
Rights, attorney-client privilege/
approval/
bids/
confirmation/
expenses/
free and clear of lien/
power/
price/
purchasers/
default/
directors/
liabilities/
officers/
receivers/
rights/
sales free and clear of liens/
shareholders/
title/
redemption/
resale/
rescission/
terms/
vacating and setting aside/
Secured creditors/
Selection/
Service of process/
Setoffs/
assertion of right effect of receivership/
deposits in bank/
purchase of claims, -/
Settlement agreements/
Shareholders/
appointment effect/
liability/
creditors for unpaid subscription/
losses due to receiver’s acts/
prerequisite, leave of court/
receiver as party defendant/
right to compel meeting/
enforcement outside state/
right to enforce/
Shareholders' derivative actions/
appointment effect/
receiver pendente lite/
prerequisite, leave of court/
right to bring/
Special/
Standard of care/
tolling/
Statutory receivers/
continuation of directors as trustees/
director-trustees unfit/
exclusive of equity receivers/
vesting of title/
Subordination agreements/
Subrogation of creditors, actions against directors or officers/
enforcement of shareholders' liability to creditors/
Substitution/
Supplementary proceedings, appointments/
Surety claims/
Taxes, /
distribution priority/
duty to pay/
effect of receivership appointment/
liability/
Temporary, /
Termination of receivership/
Time at which status and amount of claims fixed/
Time for filing claims/
amendment to claims/
bank receiverships/
extension of deadline/
Time for filing claims/
failure to file within deadline/
government claims/
jurisdictional limits on time bar/
waiver of time limits/
Title/
Torts/
employees, torts of/
liability/
preexisting torts/
Torts, receivership as defense/
Ultra vires, right to urge/
Uniform Commercial Code, lien creditor, /
Unlawful dividends/
declaration as grounds for appointing/
right of action/
Unliquidated claims/
Venue/
rules considered jurisdictional/
Voting at corporate meeting/
foreign receivers/
Waiver of rights/
Withdrawal of suit for appointment/
Writ of prohibition/
Wrongful receiverships/
RECITALS/
See Seals/
RECLAMATION COMPANIES/
RECLAMATION DISTRICTS/
RECONSTRUCTION FINANCE CORPORATION/
Loans, banks/
RECORDING/
See also Books and Records; De Facto Corporations Articles or certificate of incorporation,
condition precedent to maintaining actions/
Business trusts, agreement or articles/
Cooperative marketing associations, marketing contract, necessity/
Execution of corporate instruments acknowledgments/
Mortgages and deeds trust/
effect of recording/
failure to timely record/
lien of bonds attachment/
necessity/
operation of recording/
place/
time to file/
Uniform Commercial Code perfection of mortgage lien/
unperfected security interests/
RECORDS AND BOOKS/
See Appeals; Inspection of Books and Records/
RECOUPMENT/
RECOVERY BACK/
Payments/
shareholders under statutory liability/
wrongful assessments/
REDEMPTIONS/
See also Pledges of Stock; Property; Stock/
Executions and sales of property, rights of shareholders/
Foreclosure of mortgages exercise by mortgagor/
mortgages covering realty and personalty/
persons entitled to redeem/
statutory construction/
strict foreclosure/
time to exercise/
waiver of right/
Receiver’s sale/
Shareholders, rights to redeem from executions/
REDEMPTIONS OF STOCK/
See also Stock/
Agreements to repurchase or redeem, termination of corporate employment/
Alteration of right, charter amendment/
Close corporations/
Constructive ownership rules/
Corporation, effects on/
Other shareholders, effects on/
Parent-subsidiary transactions/
Payment of taxes and expenses on death/
Redeemed shareholders, effects on/
Redemption not essentially equivalent to a dividend/
Sales to related corporations/
Section/
stock/
Stock of cooperative associations, withdrawing members/
Substantially disproportionate/
sale or exchange treatment requirements/
shareholder’s interest, complete termination/
Transactions having the effect of/
REDUCTION OF STOCK/
Acquisition of own stock by corporation/
Authority to reduce, , /
Cancellation of unissued stock/
Certificate of reduction, filing/
Creditors' rights/
Directors, powers/
Dividends, effect of reduction on right to receive/
Fees, statutory/
Fraudulent motive/
Losses, liability/
National banks, shareholders’/
consent, percentage necessary/
Preferred shareholders, rights/
Procedure/
Purchase of old stock/
Reacquisition of stock/
Shareholders consent/
defense to action to enforce liability/
Solvency of corporation, effect/
Stated capital, reduction of/
Surplus accounts, repurchases out of/
Unissued stock, cancellation/
REFEREES/
REFERENCE/
Foreclosures of mortgages/
Receivership proceedings, claims/
Service of process/
REFERENDUM/
Application for franchise/
Rates, determination/
REFORMATION/
See also Contracts for Sale or Purchase of Stock Stock subscription contracts/
REFORMATORY/
CORPORATIONS/
REFUNDING BONDS/
REFUNDS/
Managers, powers of/
REGISTERED AGENTS/
REGISTERED BONDS/
Definition and characteristics/
Negotiability, Uniform Commercial Code/
REGISTERED OFFICE/
See also Place of Business; Principal Office/
REGISTRARS Duties/
Liability, /
REGISTRATION/
See also Meetings of Shareholders;/
Mortgages and Deeds of Trust Acknowledgment, defects as affecting/
Voting at corporate meetings and elections, condition/
REGULATED INDUSTRIES/
part of business/
Accounts/
Allocation of scarce resources/
Antitrust laws/
Arbitration/
Books and records/
Broadcasting, Federal Communications Commission/
Businesses affected with public interest/
what businesses affected/
particular industries/
Commerce clause/
express companies/
motor carriers/
pipeline companies/
preempting state regulations/
railroad companies/
telecommunications industry/
waste disposal/
Consolidations/
Constitutional limits commerce/
contract clause/
due process/
equal protection/
common carriers/
motor carriers/
procedures/
punishment/
railroad companies/
remedies/
free speech/
search and seizure/
unreasonable searches/
Contract clause/
Contract limit on negligence liability/
Cost of regulation/
Courts/
Deregulation/
Discrimination/
Due process/
converting private into common carrier/
forfeitures/
franchise impairment/
hearings/
notice/
penalties/
performing service without compensation/
taking private property/
unreasonable regulations/
Efficiency/
Electric power companies, interstate commerce/
Energy, Federal Energy Regulatory Commission/
Equal protection/
common carriers/
corporations only/
motor carriers/
punishment/
railroad companies/
remedies/
Exit from market/
part of business/
Express companies/
Federal government/
Free speech/
Impairing contracts/
Inflation/
corporations engaged/
express companies/
interference/
motor carriers/
pipeline companies/
preemption of state regulations/
railroad companies/
telecommunications industry/
waste disposal/
pipeline companies/
Judicial review of regulations/
acts of corporation barring relief/
appeals/
authority of regulatory body/
burden of proof/
certiorari/
collateral attack/
discretion of regulating body/
fact questions/
injunctions/
federal courts/
jurisdiction of regulatory body/
law questions/
modifying orders/
new evidence/
omissions of corporation barring relief/
parties/
power of court to review/
presumptions/
prohibition, writ/
reasonableness of rates/
remedies/
res judicata/
scope of review/
separable provisions/
statutory actions/
want of authority of regulatory body/
License fees/
Motor carriers/
equal protection/
conflict with public service commission/
Natural monopolies/
Nebbia v New York/
Negligence, contract limit on liability/
Penalties/
Pipeline companies, interstate commerce/
Police power/
conflict with municipal corporations/
corporations subject to control/
nature of power/
scope of powers/
Railroad companies, Surface/
Transportation Board/
Rates/
antitrust challenges/
abandonment of contract rights/
construing/
expired contracts/
free or reduced rates/
impairment by United States/
increasing rates/
power to change/
confiscatory rates/
consumer contracts/
courts/
duration of contract/
power to change, /
/
implied from police power/
indefinite duration/
power to delegate of authority/
reserved, express/
state contract/
supplying municipality/
unlimited duration/
unreasonable period/
rate regulation, distinguished/
cost of capital/
operating costs/
peak load pricing/
power to fix/
changes/
extent/
increasing/
rates v other regulations/
reasonableness/
regulatory legislation, absence of/
rate base, /
rate of return/
rate structures/
individuals v government/
Rates—Cont'd/
/
territories/
Reasonableness of regulations/
Reasons for regulation/
Referendum/
Search and seizure/
State legislatures/
State public service commissions/
Stock issuances/
Telecommunications, interstate commerce/
Unreasonable regulations/
Unreasonable searches/
War powers/
Water transportation, interstate commerce/
REGULATIONS/
See Bylaws/
REIMBURSEMENT/
Directors and officers, shareholders’ derivative actions, -/
Proxy expenses/
REINCORPORATION/
Directors, powers/
Jurisdiction of corporation/
Power to reincorporate/
Reorganization, distinguished/
REINSTATEMENT/
Administrative, dissolutions/
Appeal from denial/
REISSUED STOCK/
See Payments for Stock/
RELATED CORPORATIONS, TAXATION (FEDERAL) Generally/
Accumulated earnings tax credit/
Alternative minimum tax exemption/
Brother-sister controlled group/
Business enterprise conducted by multiple corporations/
Combined group/
Consolidated returns/
Depreciable property expensing limits/
Graduated income tax rates/
Income and loss allocation/
Parent-subsidiary controlled group/
Tax benefits limitations generally/
additional restrictions/
constructive stock ownership/
controlled group/
tax benefits split/
Transactions between generally/
deductible payments/
loans/
nonstatutory rules/
sales/
RELEASES/
See also Subscriptions to Stock Bank cashiers, powers/
Corporate liability, release of agent/
Defense to tort liability/
Directors/
judgments against directors or officers/
power of directors/
Garnishments, garnishees/
Levy on corporate property, defense to action to enforce shareholders’ statutory liability/
Minority shareholders’ suits, effect of release/
President of corporation, power/
Receivers, powers/
Secretary of corporation, power/
settlement, release of defendant officer/
Shareholders’ liability creditors/
release by corporation as defense to action to enforce/
release of other shareholders as defense to action to enforce/
unpaid subscriptions, defenses corporation’s release/
creditors’ release/
Vicarious liability, release of tortfeasor/
RELIGIOUS CORPORATIONS/
See also Ecclesiastical Corporations Adverse possession/
Christian Science church, incorporation as unauthorized practice of medicine/
Classification/
Construction of buildings/
Conveyances/
Ecclesiastical corporations distinguished/
Exemptions from taxation, , /
Fiduciary powers, church as trustee/
Gifts, bequests and legacies/
Incorporation/
Loans, authorization/
Management and control, interference by courts/
Meetings of members/
Members’ property rights and interests/
Missionary work/
Mortgaging real property/
Name, protection/
Nonprofit purposes/
Powers/
Property/
rights of members/
transfers/
Purchase and ownership, national bank stock/
Purposes/
Real property/
adverse possession, acquisition/
powers/
Retreats and camps/
Trustees, power to act as/
RELIGIOUS DISCRIMINATION/
See Civil Rights; Employment Discrimination/
REMAINDER OWNERS/
See also Dividends Voting of stock/
Wrongfully transferring stock to life tenant/
REMAND/
See Removal of Actions/
REMEDIES/
See also Actions; Attachment;/
Contracts; Damages; Election of Remedies; Garnishments; Quo Warranto; Rescission;
Constitutional, Statutory or/
Charter Liability to Creditors; Specific Performance; Underwriting Agreements Accounting for
profits, directors or officers/
Accounts, use or disclosure/
Appraisal rights/
exclusive remedy/
Attachment/
Breach of contract/
Confidential information, use or disclosure/
Conflicts of interest transactions, directors or officers/
Contracts/
construction and interpretation of remedy, provisions/
Conversion of stock, -/
Corporate opportunities, misappropriation/
Corporations/
Covenants not to compete, breach/
Creditors/
Customer lists or accounts, use or disclosure/
Destruction of stock certificates/
Directors, false statements or representations/
directors or officers, actions against/
fraud, sales or purchases of stock/
shareholders’ statutory liability, proceedings to enforce/
Elections of directors, challenging, /
False statements or representations, directors or officers/
Foreclosure of mortgages alternative remedies/
bondholders foreclosure/
choice of remedies/
cumulative remedies/
enjoining foreclosure/
trustees, -/
Foreign corporations, right to pursue statutory remedies/
Fraud/
sales or purchases of stock damages/
rescission of purchase contracts, -/
Governmental regulations, judicial review of/
In rem/
due process requirements/
foreign corporations, attachment proceedings against, /
Inside information, use or disclosure/
Insider trading/
Issuance of stock certificates, refusal/
Liens on stock/
Loss of stock certificates/
Members/
Misappropriation/
stock, -/
Officers/
Officers, false statements or representations/
Preemptive rights of shareholders, denial/
Preferred stock, dividends/
Profits, recovery from directors or officers/
Promoters/
Receivers/
Restrictive covenants against competition, breach/
Securities laws/
injunctions/
Shareholders/
State against corporation/
Statutory remedies, applicability to corporations/
Stock transactions/
compelling transfers/
issuance of stock certificates, refusal/
refusal to issue/
remainderman rights against corporation for wrongful transfer to life tenant/
Summary proceedings/
Trade secrets, protection/
Unauthorized contracts of officers/
breach/
Unlawful dividends, injunction against payment/
Watered stock/
Wrongful cancellation/
Wrongful discharge/
Wrongful foreclosure of mortgages/
Wrongful transfer of stock/
REMOTE PARTICIPATION/
REMOVAL OF ACTIONS/
Alien corporations/
Amount in controversy/
Appearances/
Citizenship of corporation chartered in several states/
Concurrent jurisdiction/
District of Columbia corporations/
domestic corporation/
joinder of resident and nonresident/
separable controversy/
Federal officers or agencies/
Federal question/
conditions or restrictions on right/
Fraudulent joinder rule/
Grounds for removal/
Local influence/
Notice of removal/
Objections to service of process, raising after removal of cause/
Parties entitled to remove/
Prejudice/
Procedure/
Receivers’ actions/
Remand to state court/
Separable controversy/
Separate cause of action/
Waiver of right to remove/
REMOVAL OF CLOUD ON TITLE/
See Quieting Title/
RENEWAL NOTES/
See Promissory Notes/
RENT/
Acceleration clauses/
Claims as provable in receivership proceedings/
Dispute between landlord and tenant/
Fixed rent plus percentage of profit, overage rent agreements/
Interest on bonds paid by tenants/
Percentage rentals/
Protective orders/
Receivers, executory lease, liability/
Security for rent/
Stock of tenant corporation/
Ultra vires leases/
REORGANIZATIONS/
See also Bankruptcy; Corporation Practice; Successor Corporations/
Abatement of actions or causes, reorganization as ground/
Accounts, committees/
Actions/
causes of action acquired by new corporation/
parties/
Acts constituting participation, /
failure to act/
silence/
Agreements/
amendments/
binding on new corporation/
coercion/
construction/
contents/
estoppel to object/
evidence/
fraud/
issuance of stock and bonds/
modifications/
objections/
preferences/
preparation, committees/
provisions/
requisites/
sinking fund for stock retirements/
Agreements/
superseding/
unfairness/
validity/
Amendment or repeal of articles of incorporation distinguished/
increase in capital stock/
preferred stock/
Approval, plans/
court/
government commissions/
Assessments, payment as condition for participation/
Authority/
directors, distinguished from shareholders/
legislative authority, consent of minority shareholders or bondholders/
shareholders, distinguished from directors/
statutes/
Bankruptcy, alternative to/
Banks, state banks becoming national banks/
Blue sky laws/
Bona fide purchaser, new corporation/
Bondholders junior bondholder/
nonassenting bondholders’ remedies/
nonparticipating at forced sale/
deposits of securities/
necessity for consent/
right to property bought for bondholders’ benefit/
Bonds, new corporation/
Causes of action, acquired by new corporation/
Challenge to reorganization, laches/
excusable delay/
want of knowledge of reorganization/
Change in name, distinguished/
Chapter/
of Bankruptcy Code/
aircraft equipment/
case commencement/
conversion to Chapter/
conversion to Chapter/
or /
cramdown/
dismissal/
history/
other Code provisions, relationship/
parties in interest/
plans/
absolute priority rule/
acceptance, , /
claims, designation of classes/
claims, priority/
claims, specification of claims impaired/
confirmation/
cramdown/
dissenting classes/
exclusivity of right to file/
executory contracts/
interests, designation of classes/
leases, unexpired/
modification of plan/
prerequisites to confirmation/
priority claims/
proposal of plan/
provisions/
requirements/
settlement or preservation of claims/
Chapter/
of Bankruptcy Code/
time of filing/
voting on plan/
railroad reorganizations/
Securities and Exchange Commission/
vessels/
Charter/
extension, distinguished/
Classification/
Commission, government, approval of plans/
Committees/
accounts/
agreements, preparation/
assessments/
compensation/
contracts/
dealings with others/
duties/
expenses/
liabilities/
plans, preparation/
powers/
reimbursement of expenses/
removal/
reports/
rights/
status/
Consolidations, distinguished/
Constitutionality of legislation/
Constitutional law, contract clause/
Contracts of old company judicial sale/
liabilities acquired by new corporation/
rights, acquired by new corporation/
Contracts of promoters/
Corporate existence, extension creating new corporation/
Courts/
approval of plans/
liability imposed by decree/
powers/
Creation, amendment of charter/
Creditors’ rights, /
acceptance of securities in satisfaction of claims/
assumption of debts by new corporation/
creditors’ remedy as at law or in equity/
defenses/
enforcement/
judgment creditors/
limitation of recovery to assets acquired/
new company continuation of old company, -/
payment offer character/
fairness/
sufficiency/
recognition/
subordination/
Definition/
Deposits of stock or securities/
withdrawal/
Directors powers/
purchases of claims against corporation/
Directors’ authority, shareholders’ distinguished/
Dissolution of old company/
Distinguished from other transactions/
amendment or repeal of charter/
charter extension/
consolidations, distinguished/
mergers, distinguished/
name change/
reincorporations/
Distribution of securities of new corporation/
Dividend distributions, trust beneficiaries, apportionment of rights/
Duties acquired by new corporation/
Easements, acquired by new corporation/
Execution sales/
decree or order/
contracts of old company/
fraud injudicial sale/
keeping old name/
prior liens/
purchasers’ liabilities prior to incorporation/
receiver’s debts and obligations/
torts/
Exemptions, acquired by new corporation/
rate regulation exemption/
statutes in existence at time of reorganization/
tax exemptions/
Expenses, payment as condition for participation/
Extension of charter, distinguished/
Fees, incorporation/
Foreclosure and sale/
bidding/
confirmation of sale/
director shareholders as purchasers/
duty to convey to new corporation/
officer shareholders as purchasers/
payment of purchase price/
prices, sale/
purchasers/
sale price/
shareholders as purchasers/
upset price/
Franchises, acquired by new corporation/
Fraud/
judicial sale/
transfers, new company continuation of old company/
Government commissions, approval of plans/
Guarantors, rights and liabilities/
Incorporation fees/
Interests and rights acquired against new corporation, promoters/
Interests and rights acquired by new corporation/
bonds, power to issue/
causes of action/
contract rights/
exemptions/
tax exemptions/
franchises/
privileges/
shares, power to issue/
Judicial or execution sales/
Laches/
challenge to reorganization/
excusable delay/
excusable delay/
Legislative authority, amendment or repeal of statutes, consent of minority shareholders or
bondholders/
Liabilities of new corporation/
creditors’ remedy as at law or in equity/
decree or order/
incorporation fees/
judgment creditors/
judicial or execution sales/
contracts of old company/
defenses/
fraud injudicial sale/
keeping old name/
prior liens/
purchasers’ liabilities prior to incorporation/
receiver’s debts and obligations/
torts/
limitation of recovery to assets acquired/
new company continuation of old company/
old corporation’s responsibilities/
taxes/
torts/
Liabilities of old corporation/
Liens, judicial or execution sales/
Mergers, distinguished/
Methods/
dissenting shareholders’ rights absence of fraud/
readjustment of securities/
transfer of assets to new corporation/
voluntary transfer of assets to new corporation/
effect/
good faith, absence of/
operation/
shareholders’ consent, , /
Minority shareholders, necessity for consent/
Name/
change, distinguished/
change creating new corporation/
liabilities of new corporation keeping old name/
Nature of reorganizations/
New corporation/
amendment of charter creating new corporation/
assets, duty to convey to new corporation/
change in name creating new corporation/
creation/
extension of corporate existence/
grant of special charter to existing corporation/
name change/
reincorporation/
reorganizations/
creditors/
acceptance of securities in satisfaction of claims/
remedy at law or in equity/
debts and obligations, old/
corporation’s liability/
distribution of securities/
duties and rights acquired/
bonds, power to issue/
causes of action/
contract rights/
easement/
New corporation/
duties and rights acquired/
tax exemptions/
franchises/
interests/
privileges/
promoters/
property/
public duties/
rights-of-way/
shares/
duty to issue or deliver/
power to issue/
title/
extension of corporate existence creating new corporation/
grant of special charter to existing corporation/
liabilities/
organization/
organization, essential to existence/
parties to actions/
reincorporation creating new corporation/
reorganization creating new corporation/
Notice/
officers or agents/
plans/
proceedings/
Old corporation/
debts and obligations of new corporation/
liabilities/
parties to actions/
Organization of new corporation/
assets, duty to convey to new corporation/
distribution of securities/
organization essential to existence/
Participation in reorganizations/
acts constituting/
failure to act/
silence/
agreements/
assessments, payment as condition for participation/
bondholders/
rights as to property bought for their benefit/
conclusiveness/
consent/
effect/
expenses, payment as condition for participation/
involuntary reorganizations/
judicial reorganizations/
rights to participate agreements/
bondholders/
creditors/
shareholders/
statutes/
time limits/
statutes/
time limits/
Parties participating in reorganization/
actions, -/
acts constituting/
agreements/
assessments, payment as condition for participation/
conclusiveness/
consent/
creditors/
enforcement/
payment offer character/
fairness/
sufficiency/
recognition/
subordination/
effect/
expenses, payment as condition for participation/
guarantors, rights and liabilities/
intervention/
new company shareholders/
new corporations/
old company shareholders/
old corporations/
participation/
bondholders/
equitable relief/
guarantors/
payment for shares/
shareholders/
shareholders/
shareholders’ rights and liabilities/
creditors, subordination/
statutes/
time limits/
Parties to actions/
Pendency of petition for reorganization, depriving shareholders of/
right to hold annual meeting/
Plans/
amendments/
approval/
court/
judgment and order/
binding on new corporation/
Chapter/
coercion/
construction/
contents/
estoppel to object/
evidence/
fraud/
issuance of stock and bonds/
modifications/
notice/
objections/
preferences/
preparation, committees/
provisions/
requisites/
specific enforcement/
submission/
court/
superseding/
unfairness/
validity/
Power/
directors, distinguished from shareholders/
reincorporate, directors/
shareholders, distinguished from directors/
statutes/
Powers of new corporation/
Preemptive rights/
Prices/
Privileges acquired by new corporation/
Procedures/
agreements/
commencement/
committees/
compensation/
deposits of stock or securities/
withdrawal/
expenses/
notice, proceedings/
persons initiating/
plans/
promoters’ contracts/
reimbursement of expenses/
Promoters/
contracts/
Property rights acquired by new corporation/
easements/
rights-of-way/
Public duties of old company passing to new company/
Purchases of assets, distinguished/
Purposes of reorganizations/
Railroads/
abandonment of railroad line/
Bankruptcy Code provisions/
confirmation of plan of reorganization/
eligibility for relief/
jurisdiction/
lease of railroad line, rejection/
liquidation/
plan of reorganization/
priority claims/
public interest, protection/
related statutes/
right to be heard/
rolling stock equipment/
trustee, appointment/
Rate regulations, exemption acquired by new corporation/
Readjustment of securities, reorganization by/
Reincorporation/
creating new corporation/
distinguished from reorganization/
Rights of new corporation/
Rights-of-way, acquired by new corporation/
Sale of assets/
bidding/
bondholders’ rights to property/
confirmation of sale/
director shareholders as purchasers/
duty to convey to new corporation/
mortgage trustees as purchasers/
officer shareholders as purchasers/
payment of purchase price/
price/
purchasers/
shareholders as purchasers/
upset price/
Securities of new corporation creditors, acceptance as satisfaction of claims/
distribution/
Shareholders actions/
constitutional statutory or charter liability to creditors/
equitable relief/
payment for shares/
Shareholders’ reorganizations/
dissenting shareholders’ rights/
effect/
operation/
unanimous shareholder assent/
Special charter, grant to existing corporation, creating new corporation/
Step-transaction doctrine/
Stock, new corporation/
power to issue/
Submission, plans/
Succession to privileges and exemptions of old company/
tax exemptions/
acquiring corporation/
boot receipt/
disregarded entities/
expenses/
overlap situations/
purpose and effect/
requirements/
reverse triangular mergers/
shareholders and securities holders/
target corporation/
triangular mergers/
type A reorganizations/
type B reorganizations/
type C reorganizations/
type G reorganizations/
Taxes/
Tax-free, types/
Tax-free changes, capitalization or corporate attributes generally/
corporation, tax treatment/
proprietary interest holders/
type E reorganizations/
type F reorganizations/
Tax-free corporate combinations/
Tax-free corporate divisions generally/
corporation, tax treatment/
divisive type D reorganizations/
downstream mergers/
forms/
requirements/
shareholders, tax treatment/
Time limits to exercise participation rights/
Tort liability/
Torts, judicial or execution sales/
Transfer of assets to new corporation/
dissenting shareholders’ rights absence of fraud/
effect/
fraudulent transfers, dissenting shareholders’ rights/
good faith essential to transfers/
operation/
unanimous shareholder assent/
Triangular mergers/
Type A reorganizations/
Type B reorganizations/
Type C reorganizations/
Type E reorganizations/
Type F reorganizations/
Type G reorganizations/
Upset price/
REPAIRS/
Leases/
landlord’s duty/
provisions, /
statutes imposing duty to repair premises/
tenant’s duty/
Receiver’s power to make/
REPEAL/
See Amendment or Repeal of Articles of Incorporation; Bylaws; Statutes/
REPLEVIN/
Actions, appropriate remedy to/
recover corporate books/
Corporations/
Forthcoming bond as creating estoppel to deny corporate existence/
Stock/
REPLICATIONS/
See Replies/
REPLIES/
See also Answers; Pleadings Necessity/
Sufficiency/
REPORTS/
See also Securities Exchange Act of /
Abandonment of corporation/
Admissibility in evidence, admission of officers/
corporate reports, power to require/
statutory provisions, validity/
Annual reports, /
Bankruptcy affecting duty to make/
Biennial reports/
Capital, capital stock/
Corporate reports/
Corporations subject to duty/
Director liability/
duty of corporation to make/
failure to file as grounds/
failure to make/
Duty to make/
abandonment of corporation/
bankruptcy/
insolvency of corporation as affecting duties/
receivership/
Excuses for failure to make, /
Failure to file, enforcement of liability actions/
amended complaints/
answers/
burden of proof/
complaints, -/
amendments/
false reports/
creditors as plaintiffs/
defendants/
defensive pleadings/
evidence/
false reports, complaints/
foreign statutes/
judgment as prerequisite/
notice as prerequisite/
parties/
misjoinder/
plaintiffs/
remedies/
venue/
Failure to make damages/
excuses/
financial statements to shareholders/
fines/
intent/
officer and director liability, /
penalties/
suspension of corporate powers/
False reports/
capital paid in full/
complaint/
debts/
enforcement of liability, complaints/
intent/
Fees for filing/
Filing and publication/
condition precedent to actions by corporations/
conditions/
fees/
list of corporations made from filed annual reports/
place of filing/
time of filing/
Financial condition of corporation/
capital/
capital stock/
financial statements to shareholders/
Financial statements to shareholders/
penalty liability of officers for failure to furnish/
collecting information as transacting business in state/
requirements/
Foreign statutes, enforcement/
Forfeiture of charter for default/
Form/
Insolvency of corporation as affecting duties/
Liabilities of corporation/
breach of statutory duty/
Mandamus to compel filing/
Object/
abandonment of corporation/
damages/
debts/
default of predecessors/
defenses for default/
enforcement/
actions/
amended complaints/
answers/
burden of proof/
complaints, -/
creditors as plaintiffs/
defendants/
defensive pleadings/
evidence/
false reports, complaints/
foreign statutes/
judgment as prerequisite/
notice as prerequisite/
parties/
misjoinder/
plaintiffs/
presumptions/
remedies/
venue/
excuses for failure to make/
expiration of office/
failure to make/
false reports, /
fines/
fraud in making and acceptance of resignation of officer/
good faith, failure to file/
intent/
negligence, failure to file/
newly elected officers and directors/
penalties/
receivership/
resignation of officer/
termination/
termination of officer/
duties and liabilities, false statements or representations/
financial statements/
vice-president of corporation, power of/
Penalties, breach of statutory duty/
Publication/
place of publication/
time of publication/
Purpose/
Receivers/
appointment affecting duty to make/
duties/
Receivership/
Requisites/
Seal, affixing/
Secretary of State, annual report for/
Securities and Exchange Commission information statement sent to shareholders/
Shareholders/
corporate reports by officers, statutory penalty for noncompliance/
right to information/
Signed/
amendment/
construction/
failure to make/
false reports/
foreign statutes, enforcement/
mandatory/
nature/
object/
purpose/
repeal/
seal, affixing/
signed/
time of filing/
time of publication/
validity/
verification/
Subscriptions to stock, reliance on false reports/
Suspension of corporate powers for failure to make/
Taxes, reports/
Verification/
REPURCHASE AGREEMENTS Bonds/
Close corporations, stock/
Guaranty and repurchase agreement, distinction/
Guaranty implications/
Professional corporations, stock/
Stock/
arbitration/
assignment/
burden of proof/
conditions precedent to enforcement/
consideration/
death of shareholder, effect/
demand requirements/
election to return stock/
enforcement, -/
evidence/
fiduciary duties/
liability/
nature/
notice of repurchase/
pleadings, actions to enforce/
remedies, enforcement/
repurchase agreement/
rescission/
statute of frauds/
tender back of stock/
time for performance/
validity/
withdrawal/
Validity, public policy/
RESALE/
Foreclosure of mortgages, sales/
Price fixing/
RESCISSION/
See also Subscriptions to Stock Bonds, subscriptions/
Contracts/
officers, president of corporation/
Laches as bar, stock purchase contracts/
Promoters/
Promoters’ contracts, fraud as ground/
Restoration of benefits as condition to rescission of implied contract/
Restoration of benefits under ultra vires contract/
Statute of limitations, stock purchase contracts/
Stock purchase contracts breach of contract/
death of party/
duress/
fraud as grounds/
burden of proof/
damages, recovery/
evidence/
extent of recovery/
interest, recovery/
laches as bar/
limitations on right, -/
measure of damages/
parties to action/
pleadings/
practice/
ratification of fraud, effect/
waiver of right/
jurisdiction/
jury trial/
laches/
mistake of law or fact/
mutual rescission/
partial rescission/
payment for stock, failure/
ratification of contract/
restoration of status quo, /
ultra vires acts/
undue influence/
waiver of rights/
watered stock/
Subscription contract, defense to/
Waiver, actions to rescind stock purchase contracts/
RESERVATION OF CORPORATE NAMES/
See Names/
RESIDENCE/
See also Nonresidents; Service of Process; Venue Bankruptcy laws/
Change/
Congress, corporation created by Congress/
Corporation/
analogy to natural person/
Directors, requirements of office/
District of Columbia, corporation created in District of Columbia/
District within state as determining/
Federal jurisdiction, , /
shareholders’ residence, effect on status of corporation/
Incorporators/
Jurisdiction, -/
Place of business as determining/
Principal office or place of business/
tax lien/
Registered office/
Shareholders/
effect on status of corporation/
judicial notice/
State of creation/
Taxation/
Venue/
corporations/
individuals/
RESIDENT AGENTS/
Foreign corporations, acts of agent as doing business/
insurance agents/
RESIDENTS/
Attachment statutes, corporation as nonresident/
Corporation as resident, jurisdictional purposes/
Garnishment statutes, corporation as nonresident/
General rule/
Long-arm statute/
foreign corporation as resident, /
Patent infringement, venue/
Presumptions/
Security for costs, corporation as nonresident/
Statutes of limitation, corporation as nonresident/
Venue, /
RESIGNATIONS/
See Officers and Agents/
RES JUDICATA/
See also Judgments/
Arbitration/
Chapter/
reorganizations/
Creditors’ bills/
conclusiveness of decree/
Judgments in actions against directors or officers, -/
Officers, actions against, -/
Receivers’ claims allowance, effect/
RESOLUTIONS/
Bylaws distinguished/
Declaration of dividends/
Dividends/
persons entitled to dividends, provisions/
Incorporation of partnerships and associations/
Increase of stock/
directors/
shareholders/
Reduction of stock/
Shareholders, ratification of acts/
RESOLUTION TRUST/
CORPORATION (RTC)/
See Bank Directors; Bank Officers; Banks And Banking/
RESOURCE CONSERVATION AND RECOVERY ACT/
See Environmental Laws and Regulations/
RESPONDEAT SUPERIOR/
See Racketeer Influenced and Corrupt Organizations Act; Torts/
RESTATED ARTICLES OF INCORPORATION/
Consolidation of articles and amendments/
RESTATEMENT OF TRUSTS/
RESTITUTION/
Shareholders’ derivative suits, condition precedent/
RESTRAINTS OF TRADE/
See Antitrust/
Bylaws interfering/
Dissolution of corporations, grounds/
Purpose of incorporation as illegal/
Sherman Act/
RESTRAINTS ON ALIENATION/
Business trusts/
RESTRICTIVE COVENANTS/
Area and time/
Construction/
Directors/
Employment agreements, /
Enforcement, , /
Estoppel to deny/
Injunctions/
Lease/
No switch’’ agreement/
Officers/
Reasonableness/
Sale of business or stock/
Sales, stock/
Shareholders/
Shopping center leases/
Stock sales contracts/
Validity, /
RESTRICTIVE STOCK TRANSFERS/
Agreements of shareholders/
Bylaws, law governing validity/
Enforcement/
Inter vivos donations/
Security and Exchange Commission, no action letter/
Shareholder agreements validity/
Validity/
RETALIATORY STATUTES/
effect of noncompliance with qualification statute/
taxation/
validity of statutes affecting/
RETURN/
See also Service of Process Attachment proceedings amendment of return/
service of writ/
Garnishment proceedings amendment of return/
service of summons/
Substituted service on foreign corporation, return of sheriff/
Wrongful return, liability/
REVENUES/
REVISED MODEL NONPROFIT CORPORATION ACT/
Generally/
See also Model Nonprofit Corporation Act/
Act, complete text/
Articles of incorporation cancellation/
contents/
evidentiary effect, filing/
execution/
filing fees/
revocation/
signing/
Committees/
meetings/
powers/
vacancies/
Definitions, not-for-profit corporation/
Directors/
election/
indemnification/
liability, executive committee actions/
number/
qualifications/
removal/
requirement/
staggered terms/
term of office/
vacancies/
meetings/
powers/
vacancies/
Liability of directors, executive committee actions/
Members/
Nonprofit corporations, powers/
Officers/
election/
indemnification/
required/
Pensions/
Powers/
personal property ownership/
agricultural/
benevolent/
charitable/
cooperatives/
educational/
fraternal purposes/
literary/
religious/
social purposes/
REVISED UNIFORM PRINCIPAL AND INCOME ACT/
Life tenant and remainderman rights, dividends/
dividends in shares of another corporation/
right to subscribe, proceeds of sale/
Liquidation of assets/
Stock dividends, allocation of small stock dividends to income/
REVIVAL/
See Abatement and Revival Antitrust laws, actions for damages/
Dissolved corporation/
actions surviving dissolution, crimes committed prior to dissolution/
cause of action/
pending/
survival of actions, criminal prosecutions/
survival of claims, pending actions/
REVOCATION/
See Meetings of Shareholders; Subscriptions to Stock/
REWARDS/
Officers, power to offer/
RHODE ISLAND/
RICO/
See Racketeer Influenced and Corrupt Organizations Act/
RIGHT-OF-WAY/
See also Railroads and Railroad Companies Priorities/
lien for purchase money/
Reorganized corporation, rights/
RIGHT TO SUBSCRIBE OR STOCK WARRANTS/
See Preemptive Rights; Subscriptions to Stock; Warrants/
RIVERS AND HARBORS ACT/
Criminal liability/
defenses/
Discharge of pollutants, criminal liability/
Gasoline or oil spills as violations/
ROAD DISTRICTS/
ROBINSON-PATMAN ACT/
See Antitrust/
ROYALTIES/
Treasurer of corporation, powers of/
SAFE DEPOSIT BOXES/
Banks, powers/
Garnishment of property in box/
SAFE WORKPLACE STATUTES/
Liability of officers or supervisory employees/
SALARIES AND OTHER COMPENSATION/
See also Stock Options; Unemployment Compensation; Workers’ Compensation/
Absence from employment/
Amount/
annual sum/
bonuses/
bylaws/
cash bonuses/
charter provisions/
court interference/
SALARIES AND OTHER/
directors’ compensation/
excessive compensation, /
factors/
fraud/
fringe benefits/
limitations/
monthly sum/
reasonableness/
stock bonuses/
sum certain/
value of services/
Bankrupt corporations/
wage priorities/
Board committees/
Bonuses/
bond issue/
construction/
federal statutory limits/
power to grant/
stock/
validity/
Breach of duty, effect/
Bylaws/
Cash compensation/
Changes/
Charter provisions/
Compensation committees/
Contracts/
implied/
extra services/
money advanced/
special services/
unusual services/
statute of frauds/
Courts’ power to fix/
De facto officers/
Deferred compensation/
Deferred payment plans/
SALARIES AND OTHER/
Directors/
breach of duty/
changes/
disgorgement/
excessive/
extra services/
federal courts, law governing/
forfeiture of compensation/
fraud/
golden parachutes/
increases/
misconduct/
neglect of duties/
officers’ salaries, power to fix/
officers serving as directors, right to compensation/
outside sources of income, disgorgement/
power to fix/
directors serving as officers/
statutes/
voting procedures/
preincorporation services/
ratification/
reasonableness/
reductions/
right to compensation/
common law/
principles/
prohibitions/
SALARIES AND OTHER/
termination of compensation/
unusual services/
waiver of compensation/
waste, business judgment rule/
Dividends distinguished/
Employees/
president of corporation, powers/
stock purchase plans/
Entertainment expenses, recovery/
Excessive salaries/
recovery from officers, , , , /
Executives, SEC rules for disclosure/
Expenses incurred by officers, recovery/
Extraordinary services/
Extra services, -/
Federal court, law governing/
Federal statutory limits/
Forfeiture/
Form/
Golden parachutes/
Incentive compensation/
Incentives/
stock options, /
Increases/
Injunction against payment/
Living expenses/
Methods of fixing/
Minority shareholders, power to fix/
Mitigation clauses, golden parachutes/
Officers/
absence from employment/
SALARIES AND OTHER/
changes/
de facto officers/
directors fixing salaries/
directors serving as officers, /
disgorgement/
expenses incurred, recovery/
extra services/
federal courts, law governing/
forfeiture of compensation/
holding over/
increases/
outside sources of income, disgorgement/
power to fix/
reductions/
reelected officers/
right to compensation, common law/
social security/
special services/
termination of compensation/
time of fixing/
unusual services/
vacation with pay/
waiver of compensation/
Option to purchase stock/
Outside sources of income, disgorgement by directors or officers/
Pension plans/
Perquisites/
Phantom stock/
Power to fix/
courts/
directors/
SALARIES AND OTHER/
serving as officers/
officers/
shareholders/
statutes/
voting procedures/
Promoters/
Qualified stock options/
Ratification/
shareholders/
Recovery by officers acquiescence/
amount of recovery/
interest/
arguments of counsel/
burden of proof/
counterclaims/
defenses/
estoppel/
evidence, -/
good faith/
interest on recovery/
jury instructions/
pleadings/
presumptions/
setoffs/
specific performance of contract/
submission of issues to jury/
wages distinguished from salary/
waiver/
Recovery from officers accident/
burden of proof/
SALARIES AND OTHER/
counterclaims/
decrees/
defenses/
derivative suits/
distribution of amount recovered/
estoppel/
evidence, -/
excessive salaries, , , , /
extent of recovery/
falsification of account/
findings of court/
fraud/
ignorance/
injunctions/
minority shareholders, actions by/
mistake, /
presumptions/
receivers, actions by/
setoffs/
surcharging accounts/
trustees in bankruptcy, actions by/
unauthorized payments/
Recovery of expenses incurred/
Reductions/
Resolutions/
Reverse triangular mergers, golden parachutes/
Securities laws and regulations asset freeze to prevent/
disclosure/
Sarbanes-Oxley Act/
SALARIES AND OTHER/
Severance benefits, golden parachutes/
Shareholder approval/
Shareholders/
power to fix compensation of officers/
ratification/
director-fixed compensation/
stock option plans/
recovery, excessive compensation/
right to receive/
Social security, officers/
Special services/
Statute of frauds/
Stock/
Stock appreciation rights (SARs)/
Stock compensation/
Stock options/
contractual obligations/
Supplemental benefits/
Tax Reform Act of /
Tax Reform Amendments of /
Termination/
Time of fixing/
Travel expenses, recovery/
Trustees, common law/
Underwriters/
form and nature/
validity of provision/
Unusual services/
Vacation with pay/
Waste/
golden parachutes/
SALES/
See also Blue Sky Laws; Conditional Sales; Execution Sales; Judicial/
Sales; Pledges; Property; Sales or Purchases of Corporate Property; Sales or Purchases of Stock;
Tax Sales Antitrust/
buyers’ agreements/
Assessment on full-paid stock/
proceedings to collect/
Buyers’ agreements, antitrust/
Consolidations distinguished/
Deceptive practices/
Director’s property to corporation/
Foreclosure of mortgages adjournment/
bids and bidding, chilling bidding/
directors purchasing/
officers or agents purchasing/
persons who may conduct sales/
persons who may purchase property/
place/
postponement/
private or public sale/
public notice/
purchasers’ liabilities/
reopening sale, resale/
sale/
officer by whom to be made/
shareholders purchasing/
vacating/
Officers, property to corporation/
Receivers/
confirmation/
expenses/
law governing, statutes/
liens, statutes/
purchasers/
terms/
default/
directors/
officers/
receivers/
rights/
shareholders/
Secondary franchises, sale/
Ultra vires, executory sales by corporation/
SALES AGENTS/
See Sales Representatives/
SALES MANAGERS/
See also Sales Representatives Service of process on sales manager of foreign corporation/
SALES OR PURCHASES OF CORPORATE PROPERTY/
See also Conveyances Accounting for profits, directors or officers/
Adequacy of consideration, minority shareholders, rights and remedies/
Agents/
real property/
All or substantially all property/
antitrust laws/
appraisal rights of dissenting shareholders/
blue sky laws/
business necessity/
common law rule/
common-law rule/
conditions of sale or transfer/
consent, shareholders/
consideration/
creditors, power against/
directors/
effect of sale/
escrow, creditors’ rights/
failure to comply with statute, right to assert/
goodwill/
insolvency or failing condition/
liquidation, corporations organized for/
mode of sale or transfer/
noncompliance with statute, right to assert/
procedure, approval/
ratification by legislature/
ratification of transfer/
real estate sales corporations/
regular course of business/
securities, purchasing corporation/
shareholder approval, necessity/
shareholders, power against/
statute, assertion of noncompliance/
statutory authorization/
noncompliance, right to assert/
stock, purchasing corporation/
torts of transferor, liability for/
Appraisal rights of dissenting shareholders/
Consideration, minority shareholders, rights and remedies/
Corporation’s right/
Directors, /
breach of duties/
conversion/
duties, breach/
judicial and execution sales/
misappropriation/
tax sales/
Execution sales, purchases by directors or officers assignee’s property/
laches as precluding challenge/
ratification/
receiver’s property/
remedies/
personal property/
real property/
Minority shareholders, rights and powers, , /
appraisal rights/
consideration, /
Officers/
conversion/
general manager of corporation, , -/
judicial and execution sales/
manager of corporation, /
misappropriation/
real property/
tax sales/
Ordinary course of business, directors/
Personal property, managers of corporation/
sale of all or substantially all property/
Profits by directors or officers, accounting to corporation/
Real estate sales, corporations engaged in/
Shareholders, /
purchases at forced sales/
Statute of frauds, authorization of officers/
Tax sales, purchases by directors or officers/
SALES OR PURCHASES OF STOCK/
See also Blue Sky Laws; Insider Trading; Securities Act of ; Securities Exchange Act of/
Acquisition of control, agreements/
Agents/
brokers/
fraud in purchase or sale/
payment for stock in services/
stockbrokers/
Bank cashiers/
Blue sky laws/
Breach of contract/
burden of proof/
damages/
seller’s breach/
injunctive relief/
rescission of purchase contract/
Brokers/
Call options/
Class actions, Securities Litigation Uniform Standards Act (SLUSA)/
Close corporations/
controlling interests/
Competency of seller or purchaser/
Concealment of facts/
Conditions precedent and subsequent/
nonperformance/
Conflicts of law/
Consideration/
adequacy/
Consolidation of corporation, rescission of purchase contracts/
Control, acquisition agreements/
Controlling interests blue sky laws/
close corporations/
control premium/
majority shareholders, power to sell, -/
Corporation acquiring its own stock/
agreement to repurchase, /
antifraud provisions of federal security laws/
bequest, taking stock/
collateral, taking stock as/
competition, prevention/
compromise, taking stock to effect/
contract in violation of statute, enforceability/
credit, purchase/
creditors, fraud or prejudice/
creditors’ suits/
effect/
employee-held stock/
English rules/
express prohibition or restriction/
fractional shares, elimination/
fraud, creditors or shareholders/
gift, acquiring/
gift or bequest/
greenmail/
indebtedness, taking stock to collect/
insolvency/
national banks/
overissue of stock, taking back/
payment of debt, taking stock/
power denied/
prejudice, creditors or shareholders/
preventing outsiders from gaining control/
prohibition/
redemption agreements/
reduction of stock/
repudiation of agreement to/
repurchase shares sold/
restrictions/
security for debt/
self-tender offers/
shareholders, purchases/
specific performance of agreement to repurchase shares sold/
standing to attack/
statutory authority, express or implied/
suicide, effect on agreement to repurchase shares sold/
surplus, necessity of/
surplus, restrictions/
taxation of purchased stock/
tender offers/
value of employee-held stock/
Corporation acquiring stock in another company/
antecedent debt, taking stock/
antitrust,/
articles of incorporation authorizing/
banking company/
building and loan association/
business interests, promotion/
bylaws, grant of power/
collateral, taking stock/
compromise, taking stock to effect/
corporate control/
gas company/
historical background and rules, /
incidental powers/
insurance company/
land company/
liability as to shares acquired/
lumber company/
manufacturing or trading company/
mining company/
national banks/
payment, sale of property/
power to acquire/
presumption of authority/
railroad company/
ratification, breach of statutory prohibition/
religious corporation/
rights in shares acquired/
security, payment of debts/
similarity of business/
standing/
statutory power/
statutory restriction or prohibition/
stock speculation/
subscription to stock/
takeover bids/
telegraph company/
Covenants/
Damages/
breach of contract/
fraud, -/
Death of party/
Deceased shareholders’ stock/
Definitions of director and officer under Section (b)/
Delivery of stock, failure/
demand, necessity/
oral agreements, enforcement/
Derivative securities/
Directors/
concealment/
consideration for stock adequacy of directors’ consideration/
services of directors/
damages, liability/
fraud/
payments for stock adequacy of directors’ consideration/
preventing control acquisition by outsiders/
agency transaction/
concealment/
duty to disclose information, -/
fraud/
Disabled persons/
Dissolution of corporation, rescission of purchase contracts, /
Dividends/
declaration and payment out of proceeds/
rights of purchasers/
Duress/
Employee Retirement Security Act (ERISA), consideration/
reformation of contracts/
Executory agreements/
Executory contracts, dividend rights of purchasers/
Express warranties/
Failure of consideration/
False statements or representations agents/
care required of purchaser/
communication to third party or public/
directors/
dividends/
duty to inquire/
fiduciary relationship, effect/
inquiry notice/
intent to deceive/
investigation by purchaser, necessity/
knowledge of falsity/
legal matters/
materiality/
matters of law/
net earnings/
officers/
opinions/
promises/
public communication/
puffing/
reliance/
scienter/
solvency of corporation/
third-party communication/
value of stock/
Federal courts, attachment or garnishment proceedings/
fraud in purchase or sale causal connection to injury/
injury, causal connection requirement/
material nondisclosure of information/
Fiduciaries/
Fraud, /
agents/
blue sky laws/
damages/
interest, recovery/
measurement/
waiver of rights/
directors/
liability/
elements of fraud/
evidence/
actions to rescind purchase contracts/
insider trading/
intent/
interstate transactions/
knowledge/
officers/
registration statements/
remedies/
damages/
election/
preemption of state laws, Securities Litigation Uniform Standards Act (SLUSA)/
rescission/
rescission of purchase contracts assignment of action/
burden of proof/
damages, recovery/
evidence/
extent of recovery/
interest, recovery/
jurisdiction/
laches as bar/
measure of damages/
parties to action/
pleadings/
ratification of fraud, effect/
waiver of rights/
scienter/
tender offers/
Futures contracts/
Gambling contracts/
Gifts and bequests/
Governing law/
Guaranties/
Guaranty agreements, indemnity agreements/
Illegality/
Implied warranties/
Incompetency of seller or purchaser/
Infants/
Injunction against sale/
Insane persons/
Insolvency of corporation, rescission of purchase contracts/
Installment payments/
Issuer, transactions with officers and directors/
Loans/
blue sky laws/
fiduciary duties/
fiduciary duties/
new issue of stock/
Margin contracts/
Material nondisclosure of information/
Memorandum, sufficiency/
Mentally incompetent persons/
Mergers/
Minority shareholders, rights and powers/
fraudulent sales or purchases/
Minors/
Mistake of law or fact/
Mutuality of obligations/
Mutual rescission/
Newly issued stock/
No-compete clauses/
Nondisclosure of facts/
Nonpayment of stock/
Officers/
Officers/
bank cashiers/
concealment/
consideration for stock, services of directors/
damages, liability/
fraud/
managers of corporation/
payments for stock, services of officers as consideration/
agency transaction/
concealment/
fraud/
Options/
Oral agreements, /
employment services as/
consideration, effect/
parol evidence/
part performance/
Parol evidence/
Part performance/
Payment for stock/
adequacy of consideration/
Pledged stock/
purchase by pledgee default sale/
execution sale under prior lien/
sale upon debt default/
commercial reasonableness/
deficiency/
foreclosure sale/
manner of sale/
nonjudicial sale/
parcel sales/
place of sale/
private sales/
public sales/
purchase by pledgee/
surplus/
time of sale/
unit sales/
validity of sale/
Preemption of state laws, Securities Litigation Uniform Standards Act (SLUSA)/
Proceeds, declaration and payment of dividends/
Public policy violations/
Purpose of Section (b)/
Put options/
Recovery of profits/
Reformation of contracts/
Registration requirements/
exemptions, , -/
Release of liability/
Repurchase agreements arbitration/
burden of proof/
consideration/
enforcement, -/
evidence/
nature/
rescission/
validity/
withdrawal/
Rescission/
blue sky laws/
purchase contracts/
breach of contract/
conditions to right, , , /
death of party/
fraud as grounds, -,/
jury trial/
laches/
limitations on right, ,/
mistake of fact/
mistake of law/
mutual rescission/
partial rescission/
payment for stock, failure/
ratification of contract, /
ultra vires acts/
undue influence/
waiver of rights/
watered stock/
Securities transactions, unregistered offerings/
Shareholders/
acquisition of control/
blue sky laws/
fiduciary duties/
derivative action as purpose/
Short-swing profits/
remedies/
stock options/
time limitations/
Six month period, realization of profits within/
Special stipulations/
Specific performance of contracts/
mutuality of remedy, necessity/
nature, validity, and purpose of contract/
Statute of frauds/
employment services as consideration/
parol evidence/
part performance/
Stockbrokers/
Straddle options/
Ten percent beneficial owner/
Title to stock/
Trustees/
beneficiaries, apportionment of rights/
Ultra vires acts/
Undue influence/
pledged securities/
commercial reasonableness, /
deficiency/
manner of sale/
parcel sales/
private sales/
public sales/
surplus/
unit sales/
validity of sale/
rights acquired by purchasers/
statute of frauds/
delivery of securities, effect/
employment services as consideration, effect/
warranties/
Uniform Sales Act/
Unissued stock/
Unregistered offerings/
Voting trusts/
Warranties, /
Watered stock/
Writing, sufficiency/
SALES REPRESENTATIVES/
Activities as requiring foreign corporation to qualify/
Authority/
Employment/
False representations, liability/
Managers of corporation, power to employ/
managers of corporation/
Powers/
Service of process/
SALES TAX Generally/
Burden/
Commerce clause/
Double taxation/
Exemptions and exclusions generally/
basic necessities/
certain taxpayers/
certain transactions/
occasional sales/
Form/
Interstate/
Interstate sales/
Measure of/
Multistate Tax Compact/
Officers’ liability/
Personal property, tangible/
Retail/
Retail sale/
Simplification/
Streamlined/
Taxable/
Taxable sale/
Territorial limits/
Vendor, collection by/
SARBANES-OXLEY ACT OF /
Executive compensation assets freeze to prevent/
audit records retention/
books and records/
alteration, concealment, destruction/
audit records retention/
impairment of integrity/
falsification of books and records/
Loans to directors or officers/
Overview/
Reporting of beneficial ownership of securities/
Reporting requirements issuers/
SAVINGS AND LOAN ASSOCIATIONS/
See also Bankruptcy; Members Agents, notice imputed to association/
Attributes/
Books and records, inspection by members/
Branches or branch offices, /
Bylaws, /
SAVINGS AND LOAN/
Classification/
Consolidation and merger branch offices resulting/
dissenting members’ or shareholders’ rights/
federal savings and loan associations/
state savings and loan association/
Creditor status of members or shareholders/
Definition/
Dissolution/
general corporate statutes/
procedure/
Insolvency/
governing law/
priority in payment of claims, borrowing shareholder/
setoff/
Knowledge imputed to association/
Members/
creditor status/
Mergers, ,/
Nature/
Officers, notice imputed to association/
Powers/
borrowing/
capital stock, increase of/
real property/
maturation of stock, withdrawal as not creating preference/
shareholders as preferred creditors/
Shareholders/
creditor status/
Taxation generally/
SAVINGS BANKS/
Directors, fiduciary relationship/
Insolvency, setoff/
Preference of creditors, depositors/
SCHOOL DISTRICTS/
SCHOOLS/
See also Educational Corporations;/
Universities and Colleges Amendment or repeal of articles of incorporation, reservation of power/
Powers/
SCIENTIFIC CORPORATIONS/
Archaeological and historical societies/
Classification/
Purposes/
S CORPORATIONS/
Limited liability corporations, distinguished/
accumulated earnings/
election/
election termination and revocation/
eligibility to elect S corporation status/
entity, type of/
entity-level taxes/
income and loss allocation/
income and loss pass through/
loss deduction limitations/
shareholders/
shareholders, distributions to/
shareholders’ tax basis/
stock, one class of/
taxable year/
tax advantages/
Taxation (state)/
SCRAP METAL/
SCRIP Bearer/
Dividends, payment with scrip/
Form/
Fractional share certificates as alternative/
Holders’ rights/
Issuance/
New York law/
Registered/
SEALS/
See also Execution of Corporate Instruments/
Acknowledgments/
omissions/
special requirements/
uniform statutes/
Acquisition/
Adoption/
Affixing/
Alteration/
Articles or certificate of incorporation, signatories/
Assignment of patent/
Authority to fix/
evidence, officers’ or agents’ authority/
Burden of proof, actions to enforce liability of directors or officers/
Change/
Chattel mortgage/
Consideration, /
Contract, real property/
Corporate instruments/
Crimes/
Curative acts/
Deeds/
Effect, , /
Evidence/
consideration/
officers’ or agents’ authority/
Forgery/
Form/
General seals/
Judicial notice/
Leases/
Loss/
Model Business Corporation Act, requirements/
necessity of seal/
Necessity/
Negotiable instruments, effect of corporate seal on note/
Notes, necessity/
Offenses/
Operation/
Patent assignment/
Personal property, instrument relating to/
Pleadings/
Power to affix/
Presumptions/
Prima facie authentication/
Promissory notes/
Proof/
Propriety/
Real property, instrument relating to/
Recitals in contracts/
Recording instrument/
Recovery/
Requisites/
Rights/
Scroll seal/
Sealed instruments/
bills, necessity/
deeds, without seal/
effect/
failure to affix seal/
mortgages/
necessity/
recitals/
requisites/
signature, seal as equivalent to/
waiver/
Sufficiency/
Ultra vires acts/
Use, -/
SEARCHES AND SEIZURES/
Books and records/
Corporation protection/
right to assert/
SECONDARY FRANCHISES Charter/
construction of grants/
general laws/
Standing to sue, surrender of franchises/
SECRETARY/
Acknowledgments, authority/
Actions, power as to/
Affidavit/
power to make/
Apparent powers/
Assignments/
Borrowing money/
Burden of proof, powers or authority/
Certification powers/
Checks/
Commercial paper/
Compositions with creditors/
Contracts of corporation apparent powers/
assignment/
inherent powers/
modification/
Duties/
records of corporation/
Employment and employment contracts, powers/
Estoppel to question authority/
Express powers/
Guaranty contracts/
Indemnity contracts/
Inherent powers/
Judgment, confession/
Leases, powers/
Liability/
Management of corporate business apparent powers/
inherent powers/
Mortgages/
assignment/
signature/
Officer status/
Pledges/
Powers/
affidavits/
apparent/
assignments/
borrowing money/
burden of proof/
certification/
checks/
choses in action, assignment/
commercial paper/
compositions with creditors/
express/
guaranty contracts/
indemnity contracts/
indorsement of corporate instruments/
inherent/
judgment, confession/
leases/
mortgages/
pledges/
presumptions/
promissory notes/
purchases, corporate property/
ratification/
release of claims/
sales, corporate property/
Promissory notes/
assignment/
Purchases, corporate property/
Ratification/
acts of secretary/
Release of claims/
Sales, corporate property/
Service of process/
secretary or clerk, principle clerk/
Signatures, corporate instruments/
SECURED CREDITORS/
Assets of insolvent corporation, right to share in distribution bankruptcy rule/
equity rule/
Directors, rights as secured creditor/
Marshalling of assets/
Officers, rights as secured creditor/
after-acquired security interest/
payment out of general assets/
Receivership proceedings dividends/
rights/
SECURED DEBTS/
See also Secured Transactions/
Enforcement, requiring foreign corporations to qualify/
Receivership proceedings, priority/
SECURED TRANSACTIONS/
See also Chattel Mortgages; Mortgages and Deeds of Trust; Pledges of Stock; Secured Creditors;
Secured Debts; Uniform Commercial Code/
Directors, interlocking directorates/
Loans/
Pledge of unissued stock as security/
accounts/
contracts/
personal property/
personal property or equipment/
leases/
priorities/
security agreements covering both real and personal property/
security interests/
attachment and enforceability delivery/
value/
choice of law/
creation/
future advances/
perfection/
by control/
by filing/
place/
sufficiency and effectiveness/
time/
by possession or delivery/
SECURITIES/
See also Insider Trading; Securities Exchange Act of ; Stock Capitalization/
Capitalization effects generally/
basis/
holding period/
services/
Condominium sales/
Corporation-held, taxation/
Debentures/
Definitions/
Definitions/
Distributorship agreements/
Federal securities, state taxation of/
Foreign corporation, taxation of securities required to be deposited/
Franchise agreements/
Guaranteed debt/
Howey test, identifying securities/
Investment contracts/
Land sales contracts/
Notes/
Pension plans/
Private Securities Litigation Reform Act of/
attorneys’ fees/
class action requirements/
contribution/
damages/
forward-looking statements/
joint liability/
liability, types/
overview/
proportionate liability/
remedies/
rescission/
safe harbor provisions/
scienter/
Profit sharing plans/
Promissory notes/
Reorganization, taxation (federal)/
Sale-leaseback arrangements/
Sales, interstate commerce/
Shares, UCC Article/
Stock/
Stock options/
Transfers/
SECURITIES ACT OF /
See also Securities and Exchange Commission/
Aiders and abettors, liability/
Arbitration/
Attorneys’ fees, recovery/
Business trusts/
Campaign financing, crowdfunding/
Constitutionality/
Construction/
Contribution among liable parties/
Controlling person liability/
Costs, recovery/
Creditors’ committees, issuance of certificates/
Criminal liability/
Crowdfunding exemption from securities registration/
Damage remedies/
Definitions issuer/
offer to sell/
prospectus/
sale or sell/
security/
underwriter/
Disclosure requirements, underwriting agreements/
Electronic filing/
SECURITIES ACT OF/
Elements of securities fraud claim materiality/
reliance, fraud on the market theory/
scienter/
Exemptions from registration crowdfunding exemption/
intrastate exemption/
private offering exemption/
securities/
Section/
small issues exemption/
False or misleading communications bespeaks caution doctrine/
materiality/
registration of securities/
underwriters/
False registration statements/
reliance, fraud on the market theory/
remedies, damages/
scienter/
Foreign issuer registration/
Fraud, underwriters/
Fraudulent interstate transactions/
History/
Injunctive relief/
Insolvent corporations, issuance of certificates/
Internet-based solicitation/
Intrastate exemption/
Investment trusts, publicly offer shares, registration statement/
Issuers/
Liability/
aiders and abettors/
SECURITIES ACT OF/
controlling persons/
costs, recovery/
criminal penalties/
damages/
defenses/
due diligence defense/
estoppel defense/
false or misleading communications/
bespeaks caution doctrine/
materiality/
false registration statements contribution among liable parties/
defenses/
reliance/
remedies/
scienter/
fines/
fraudulent interstate transactions/
imprisonment/
laches defense/
remedies/
attorneys’ fees/
costs/
damages/
rescission/
rescission remedy/
underwriters/
waiver/
waiver defense/
Limitations period/
Offer to sell, definition/
Preemption of state laws, National Securities Markets Improvement Act of/
/
Private offering exemption/
SECURITIES ACT OF/
Promoters/
payment for services or expenses/
Prospectus/
definition/
underwriter’s misleading statements/
Purpose/
Registration of securities/
exemptions, -/
false statements/
foreign issuers/
National Securities Markets Improvement Act of/
/
Section/
voting trust certificates/
Registration requirements, electronic filing/
Remedies/
attorneys’ fees/
costs/
damages/
equitable remedies/
injunctions/
miscellaneous remedies asset freeze orders/
bar orders/
preemption of state laws, National Securities Markets Improvement Act of/
/
rescission/
Sale or sell, definition/
Schedule A/
Section ()/
Section , /
defenses/
elements of action, materiality/
remedies/
attorneys’ fees/
SECURITIES ACT OF/
Section , , /
damages/
Section ()/
Section (), /
Section/
Section/
Section (a)/
Sections () and ()/
elements of action, materiality/
remedies/
damages/
rescission/
Security, defined/
Shareholders’ suits for violations/
Small issues exemption/
State securities laws, correlation to/
Stock option plans/
Stock pledges/
Subject matter jurisdiction/
Suspension of securities registration/
Underwriters/
definition/
disclosure requirements/
indemnification/
liability, false or misleading prospectus/
registration requirements/
securities fraud/
Unregistered offerings, statute of limitations/
Venue/
Waiver of compliance/
Withdrawal of securities registration/
SECURITIES AND EXCHANGE COMMISSION/
See Securities Act of ; Securities Exchange Act of/
Annual report by publicly traded companies/
Appellate review, orders and rules/
Delegation of functions/
Disclosure of corporate affairs/
Electronic Data Gathering, Analysis, and Retrieval (EDGAR)/
Federal equity receivers, ancillary jurisdiction/
Foreign issuer exemptions/
Injunctive relief/
federal courts’, inherent power to appoint receiver, ancillary relief to agency’s injunction/
Investigations/
Investment Advisers Act of , , , /
affiliated persons/
capital gains distributions/
dividends, source of funds/
regulation and registration/
reports to security holders/
size of investment companies/
Investment trusts, registration/
Judicial review, orders and rules/
Lost share certificates/
Members, number and appointment/
No action decisions, proxy solicitations/
Nonobjecting beneficial owner lists, inspection/
Powers/
Proxy regulations, /
Real Estate Investment Trusts/
Receivers, inherent power of federal court to appoint/
Regulation A/
Regulation D/
Regulation S-K/
Rule/
Rule/
Rule/
Rule/
Rule b-/
materiality/
reliance/
insider trading/
damages/
fraudulent intent/
private right of action/
scienter/
standing to sue/
remedies, damages/
tippees, liability/
watered stock liability/
Rule b-/
Rule b-/
Schedule D/
Schedule G/
Stolen share certificates/
Structure of commission/
Subpoena powers/
Suspension of securities registration/
Withdrawal of securities registration/
SECURITIES ENFORCEMENT REMEDIES AND PENNY STOCK REFORM ACT OF /
SECURITIES EXCHANGE ACT OF /
appraisal remedy/
Section (b)/
Appraisal remedy/
Arbitration/
Attorneys’ fees/
Section (b)/
Best price’’ rule/
Broker-dealer registration/
Business trusts/
Buy or purchase, definition/
Causal connection to injury/
private right of action, standing to sue/
Civil liability brokers/
stockbrokers/
Class actions/
fraud, Securities Litigation Uniform Standards Act (SLUSA)/
Securities Litigation Uniform Standards Act (SLUSA)/
Constitutionality/
Construction/
Contribution among liable parties/
Controlling person liability, /
Costs, recovery/
Section (b)/
Criminal liability, /
Criminal penalties/
Damages, /
insider trading/
Definitions/
buy or purchase/
sale or sell/
security/
underwriter/
Derivative shareholders’ actions/
Director liability/
Disclosure/
employee-shareholders/
Duty to disclose information buried facts doctrine/
materiality of nondisclosure/
truth on the market doctrine/
Electronic filing/
Elements of securities fraud claim causation/
materiality, puffing/
reliance/
scienter/
Exemptions from registration/
Foreign issuer registration/
Fraud/
appraisal remedy/
directors/
officers/
liability/
remedies/
underwriters/
Fraudulent intent/
Fraudulent securities transactions contribution among liable parties/
reliance/
scienter/
fraud on the market theory/
insider trading/
remedies/
damages/
rescission/
share transfer restrictions/
statute of limitations, SarbanesOxley Act of/
tender offers/
Fraudulent transactions, aiders and abettors/
History/
Injunctive relief/
Insider trading/
gifts and bequests/
Insider Trading and Securities Fraud Enforcement Act of/
intervention in action to recover profits/
Rule e-/
self-tender offers/
tender offers/
voting trusts/
Insolvent corporations, proxy solicitation/
Liability/
aiders and abettors/
controlling persons, , /
costs, recovery/
criminal penalties/
damages/
defenses/
directors/
Section (b)/
due diligence defense/
estoppel defense/
fines/
fraudulent securities transactions causation/
defenses/
insider trading/
materiality/
reliance/
remedies/
scienter/
tender offers/
imprisonment/
insider trading, -/
laches defense/
nondisclosure of information buried facts doctrine/
officers/
Section (b)/
remedies/
attorneys’ fees/
costs/
damages/
rescission/
rescission remedy/
Sarbanes-Oxley Act of , /
tender offer misrepresentations or omissions/
tippees/
underwriters/
waiver/
waiver defense/
Manipulation of security prices/
Manipulative and deceptive devices, misappropriation theory/
Material nondisclosures, duty to disclose information/
Meetings of shareholders information statement sent to shareholders/
Mergers and consolidations going private, proxies/
Mismanagement claims/
National Bank Act, conflicting venue provisions/
National securities associations/
Oral contract/
Rule a-/
actions/
Section (a) actions/
Preemption of state laws, Securities Litigation Uniform Standards Act (SLUSA)/
Price manipulation/
Promoters/
Proxies/
causes of action/
contests/
revocation, statement concerning power to revoke/
Rule a-/
Rule a-/
Rule a-/
rules, shareholder activism/
Section (e)/
shareholder’s proposal, inclusion/
solicitation, regulation/
essential elements, material fact/
proxy contests/
remedies for violations/
Rule a-/
standing to sue/
Purpose/
Registration/
admissibility of statement in evidence/
Registration of securities broker-dealers/
electronic filing/
exchange listed securities/
exemptions/
foreign issuers/
over-the-counter securities/
Remedies/
attorneys’ fees/
costs/
damages/
disgorgement of profits, SarbanesOxley Act/
equitable relief/
injunctions/
miscellaneous remedies asset freeze orders/
bar orders/
rescission/
Rule a-/
Section (b)/
Reporting requirements/
electronic filing/
Rule a-/
Rule a-/
Rule a-/
remedies/
standing to sue/
Rule a-/
Rule b-/
appraisal remedy/
dissenters’ rights, mergers/
mergers, dissenters’ rights/
promoters/
tender offers/
underwriters/
Rule e-/
Sale or sell, definition/
Section , /
Section/
Section/
Section (a)/
Section (a)/
proxy contests/
standing to sue/
Section (a)/
Section (a)/
Section A/
Section (a)/
Section A/
Section (b)/
defenses/
director liability/
duty to disclose information buried facts doctrine/
reliance/
scienter/
insider trading, /
officer liability/
remedies/
damages/
rescission/
tippees, liability/
underwriters/
watered stock liability/
Section (b)/
Section (b)/
shareholders/
costs, recovery/
director liability/
gifts of stock/
officer liability/
purpose/
remedies/
stock options/
time limitations/
voting trusts/
Section (b), shareholders’ suits/
Section (d), /
Section (e), proxy disclosure requirements/
Section (e)/
elements of action reliance/
scienter/
Section (g)/
Section (g)/
Sections () and () remedies, damages/
Security, definition/
Self-tender offers/
Shareholders/
derivative actions/
meetings, notice requirements/
suits for violations/
Shareholders’ derivative actions, Section (b)/
Solicitation of proxies/
Rule a-/
Standing to sue, proxy solicitation violations/
Section (b)/
Stock options/
Subject matter jurisdiction, extraterritorial transactions/
Takeovers/
Tender offers, /
misrepresentations or omissions/
reliance/
scienter/
Underwriters/
fraud/
indemnification/
Underwriting agreements, anti-fraud provisions/
Venue,/
Waiver of compliance/
Williams Act/
close corporations/
takeovers, /
SECURITIES INVESTOR/
PROTECTION ACT OF /
See Brokers; Investments; Sales or Purchases of Stock Subscriptions for shares/
SECURITIES LITIGATION/
UNIFORM STANDARDS ACT/
Class actions/
SECURITY FOR EXPENSES Generally/
Amount of security/
Constitutionality/
Contemporaneous ownership/
Federal court, state statutes/
Intervention/
Purpose/
Scope/
Security for cost statutes/
SECURITY GUARDS/
Liability for torts/
SELF-DEALING/
SELF-INCRIMINATION/
Close corporations/
Documents, production/
Privileges/
Scope, corporation asserting privilege, /
Sole shareholders/
Statutory privilege/
Tax records/
SELLING AGENCIES/
See Antitrust/
SELLING AGENTS/
Transfer of stock to agents/
shareholders’ liability affected/
SEPARABLE CONTROVERSY/
See Removal of Actions/
SEQUESTRATION/
SERVANTS/
See Shareholders/
SERVICE OF PAPERS/
See Pleadings/
SERVICE OF PROCESS/
See also Attachment; Foreign Corporations Absence of agent/
Acquisition of jurisdiction over principals/
Actual notice of proceedings/
Affidavit of compliance, foreign corporations/
Affiliates/
Agent for service, failure to appoint/
Amendments/
Antitrust laws/
prosecution/
Appearance, waiving defects in service/
Appellate review, foreign corporations/
return/
amendments/
Attacking defects in process, /
Bankruptcy, service on trustee/
Business trusts/
Certified mailing/
Compliance, affidavit/
foreign corporations, actions against/
Constructive service/
affidavit/
agency in control or operation of property/
definition/
designated officials/
due diligence/
due process/
grounds/
jurisdiction in rem/
mailing copy of order of publication/
outside the state/
personal service/
posting process/
procedure/
publication/
public officer/
registered agents/
service outside state/
statutory regulations/
Controlling corporation, dominant corporation, affiliates/
Copy of process left with person served/
Corporations identity/
name required/
regarded as person/
Defects/
Directors, resignation, effect/
Disinterested persons, service by/
Dissolution proceedings/
Dissolved corporation/
Dormant corporations/
Due diligence/
Due process of law/
test for sufficiency/
Equitable estoppel/
Execution writs/
Fair warning’’ requirements/
Federal courts/
federal question/
procedure/
Federal statutes, interstate carriers/
activities in forum state/
affidavit of compliance/
agent for service of process/
adverse interest/
business agent/
change of name/
compliance or noncompliance with statutes/
consolidation of corporation as affecting/
construction of state statute by state court/
designated state official/
designation of agent for service of process/
determination of whether corporation is doing business/
dissolution and forfeiture/
doing business as essential to jurisdiction/
doing business’’ defined/
due process, /
executions/
federal courts, /
federal enclave or military reservation/
federal rules, , /
federal statutes, interstate carriers/
general process statutes, applicability/
Hague Convention/
holding company/
insurance company/
interstate carriers/
limitation as to time tolling/
long-arm statutes/
mail/
method, -/
minimum contacts’’ doctrine, /
mode of service/
leaving copy/
mailing process or notice of suit/
statutory mode as cumulative or exclusive/
sufficiency/
nature of questions regarding doing business/
necessity for service/
acceptance as dispensing with formal service/
new agent, designation or appointment/
noncompliance with statute, default judgment/
ownership, possession or use of property as basis/
persons casually in state as subject to service/
agency, existence and proof/
agents, /
assistant treasurer/
attending trials, service on officer/
business agent, -/
casual presence of officer in state/
chief executive officer/
corporation as agent for service of process/
designated persons/
director/
distributor/
distributor or dealer/
federal courts/
foreign insurance company/
foreman/
fraud or deception in procuring officer’s presence in state/
general agent/
general manager/
holding companies/
independent contractor/
judicial proceeding/
local agent/
managing agent/
suits in the federal court/
nonresident motorists/
officers or agents to whom statutes applicable/
officers other than executives/
officer temporarily or casually in state/
persons never agents of corporation/
president/
receiver/
receptionists/
registered agents/
resigned officer/
revocation of agency, effect of service after/
sales managers/
salespersons/
secretary/
shareholder/
state official designated by statute, , -/
subsidiary/
superintendent/
temporary presence of officer in state/
termination of agency, effect of service after/
traveling salesmen/
treasurer/
vice-president/
witness, officer in state/
place of service/
president/
procedure to test sufficiency/
process, service or return defective/
affidavit/
appeal from order quashing summons/
process, service or return defective/
estoppel/
hearing and determination of motion to quash/
objections, how raised, /
questions of law and fact on motion to quash/
removal of cause to federal court, raising objections/
products liability actions/
publication of summons, sufficiency of affidavit to authorize/
receivership/
record, doing business shown by/
registered mail/
return or proof of service/
affidavit of service/
revocation of agency/
special process statutes, applicability/
state official designated by statute/
revocation of appointment/
withdrawal of agent/
state statutes/
compliance/
corporation having property within state/
general and special process/
statutes, applicability/
scope and operation/
torts/
statutory regulation, power of state/
substituted or constructive service/
affidavit/
attachment/
defects, raising, waiving and curing/
objections to service by publication/
property as prerequisite/
return of sheriff/
vacating/
verified pleading/
sufficiency of affidavit in constructive service/
ticket seller, service on/
tolling statutes, Hague Convention/
tort or other act or omission in forum state/
Uniform Interstate and/
International Procedure Act/
Uniform Unauthorized Insurer’s Act/
unlicensed foreign corporation withdrawing from state/
vice-president/
withdrawal from state, , , /
Fraud/
enticement into state where service effected/
person induced into jurisdiction/
person served/
Garnishment/
return/
amendments/
service on interpleaded corporation/
Hague Convention/
Indorsement, agent/
Inferior courts/
Institution of suit, filings/
Interpleader, garnishment proceedings/
Interstate carriers/
Interstate commerce, unlawful interference/
Jurisdiction/
personal, test to determine/
Long-arm statutes/
Mailing second copy to corporation/
Method, , , /
Misnomer/
Mode of service, /
officers and agents of corporation/
Motions to attack defects, -/
Motor vehicle, operators/
Name in which corporate action to be brought/
Names/
corporation/
in process/
officers or agents/
Negligence, failure to appoint registered agent/
Officer temporarily in state or county/
Order to show cause/
Outside of state/
party not inhabitant or found within state/
personal service on officer of domestic corporation/
Papers addressed to individual/
Parent and subsidiary corporations, /
Personal jurisdiction established by service, reading and explaining summons/
Persons who may or must be served/
acting officers or agents, /
action against two corporations/
adverse interests of persons served/
agent in charge/
agents, , /
agent of agent/
limitations under federal rule/
assistants/
attorney, , /
bookkeepers/
cashiers/
chief agent/
clerks/
de facto officers or agents/
deputies/
designation/
directors/
dissolved corporation/
dormant corporation/
dual agent/
effecting service on officers/
employees, -/
equitable estoppel/
failure to appoint/
foreign receiver operating railroad/
general agent/
insurance agent/
inveigling officers into districts/
local agent/
managing agent/
members/
officers/
family/
former officers/
temporarily in state as witness, privilege/
ostensible authority to receive service/
Persons who may or must be served/
person in charge/
president, /
public officers/
receiver/
receptionists/
registered agents/
representative character/
residence of agent/
secretaries/
secretary of state/
shareholders/
subordinate lodge of fraternal organization/
termination agency/
representative capacity/
trustees/
unlicensed officers or agents/
Persons who may serve, disinterested persons/
Place of service/
Pleadings to attack defects/
Posting, summons and process/
Proof of service/
acceptance of service, effect/
acknowledgment of service, effect/
amendments/
attacking defects, methods, /
construction/
defects/
mode of service/
motions to attack defects/
name of person served/
place of service/
pleading objections to defects/
presumptive effect/
relationship of person served/
return as evidence of proper service/
sufficiency/
waiver of proof/
Reasonable diligent search for agent for service/
Receivers/
service upon receiver’s agents/
Record on appeal/
Redelivery to correct person/
Registered agents/
Return/
acceptance/
acknowledgment in place of return/
amendments/
attachment and garnishment proceedings/
amendments/
construction/
defective/
evidence of service/
inferior officers or agents, service on/
mode of service/
name of person served/
persons other than officer/
designated by statute/
place of service/
presumptive effect/
relationship of person served/
requisites/
sufficiency/
Revocation of agency/
Rules of Civil Procedure/
Statutes of limitation/
Statutory regulations/
strict compliance courts/
Strict compliance with statutes/
Substituted service, /
antitrust laws, actions for damages/
contents/
delivery/
due diligence by process server/
fraud or deception upon process server/
leaving summons with clerk/
mistake by process server/
mode of service/
names/
ostensible agency/
person intended to be served/
acknowledges service/
Termination of agency/
Time of day for service, statutory provisions/
Unauthorized or improper person served/
Venue/
agent in charge, service on/
federal courts, action pending in one district, service in another/
provisions distinguished/
Waiver of defects by appearance/
SETOFFS/
See also Receivers Actions, federal corporations, state courts/
Attachment proceedings, wrongful attachments/
Debts due to shareholders, liability for unpaid subscriptions, /
Dividends/
Foreclosure of mortgages, counterclaims/
Insolvency, affecting right/
Insurance policies, right of insurer to set off claims/
Receivers, -/
Receivership, affecting right/
Shareholders/
claims by and against/
corporate entity as distinct party/
debts against dividends/
unpaid subscriptions, creditors/
Wrongful attachment or garnishment/
SHAREHOLDERS/
Acknowledgments, -/
Actions/
dissolution, right to bring personal action/
insider trading, ,/
mismanagement by officers/
Trading with the Enemy Act/
Action without meetings/
Acts in individual capacity/
corporation as bound/
officer’s statements as binding against shareholders/
Adverse title or interest, -/
Agent of corporation/
Agreements/
noncompetition covenants/
Amendment of articles of incorporation/
consent, , /
necessity for consent, , , , , , /
notice or knowledge/
states’ reservation of power/
Anticompetitive acts, corporate liability/
Antitrust actions, intervention/
Appeal from judgment against corporation/
Appeals, right/
Appraisal rights/
Approval/
increase of stock/
issuance of stock/
reduction of stock/
sale of corporate assets/
stock, increase/
Assessment of paid up stock/
Assets of corporation, interests and liability/
Assignment for benefit of creditors derivative actions/
Authority to act for corporation/
Bankruptcy of corporation derivative actions/
Bankrupt shareholder/
Benefit corporations/
Bonds/
consent to issue, defenses, /
power to issue/
purchase/
Books and records/
access for stock valuation/
book value/
admissibility against shareholders/
authentication/
right to inspection/
subpoenas/
Buyouts/
Bylaws binding/
power to adopt/
power to amend/
suits to set aside/
vested rights/
Capitalization effects generally/
basis/
holding period/
services/
Cashed-out, subordinated claims/
Causes of action/
C corporations, tax basis/
CERCLA liability/
Change in shareholders, effect/
Citizenship, effect on status of corporation/
Claims against corporation, purchase/
Close corporations buy-outs/
characteristics of relationship/
dividend rights, agreements to require payment/
fiduciary duties/
freeze-outs/
majority shareholders, /
oppression/
preemptive rights/
squeeze-outs/
Commercial paper/
Compensation for services, /
Compensation of directors or officers, excessive/
Competing business/
Confidential or inside information, ownership interests/
Conflicts of interest, /
claims against corporation, purchase/
competing business/
purchases at forced sale/
purchases/
corporate property at forced/
ratification or approval/
Consent/
amendment of articles or certificate of incorporation, /
assumption of corporate debts/
directors’ actions/
increase corporate indebtedness/
issuance of stock/
leases/
majority consent, /
reduction of stock/
stock, increase/
watered stock, issuance/
Consideration for stock, consent to adequacy/
Contracts/
actions on corporate contracts/
binding on shareholders/
charter contract between corporation and shareholders/
commercial paper/
contracts between third parties and shareholders/
corporate contracts distinguished/
corporation and stockholder/
corporation’s behalf/
judicial review of contracts, standard on/
sole shareholders/
third parties and shareholders/
contracts between/
Controlling interest/
sale/
Control over directors and officers/
Control premium/
Convertible debenture holders/
admissions by and against/
agency relationship/
attachments against corporations/
contracts/
executions against corporations/
judgments against corporations/
property interests/
representation/
tax liability/
torts/
Corporate existence, extension, majority shareholders/
Corporation, distinguished, /
Corporation holding stock in another corporation, powers of/
Counterclaims/
Creditor of corporation, rights of shareholder-creditors, /
Creditors/
bills, parties to action/
status/
Cumulative voting/
Deadlock/
custodian appointment/
Death/
piercing veil, death of sole shareholder/
Debentures, convertible owners/
Debts, dividends, setoff/
Debts of corporation, liability, , /
Definition/
Directors/
compensation/
conflicts of interest transactions, ratification or approval, /
dividends/
power to fix compensation/
ratification of directors’ acts, /
removal, /
Director-shareholders/
conflict of interest transactions/
necessity of shareholder status/
voting, /
Directors’ powers distinguished from shareholders’ powers/
control of shareholders over directors/
sale of all corporate property/
Disfranchisement of majority/
Dissenting shareholders sales of assets/
Dissolution of corporation valuation of shares/
actions against shareholders/
death, withdrawal or dispersal of shareholders/
direct actions to compel/
indispensable or necessary parties/
shareholders’ right to sue/
standing to sue/
mismanagement/
oppression, directors or controlling shareholders/
waiver or estoppel precluding suit to dissolve/
Distinction between shareholders and corporation/
Distinguished from corporate entity/
Dividends/
unlawful distribution, liability/
Dividends, taxation (federal) generally/
corporate shareholders/
form of dividend/
Duties/
close corporation/
Employees/
Entitlement holders/
Enumeration of powers and rights/
ERISA liability/
Estoppel/
authority of officers, denial/
corporation to invoke bylaw against estoppel/
shareholders/
Excessive compensation of directors or officers/
Execution of corporate instruments shareholders’ execution of mortgages/
sole shareholder of corporation/
Executive compensation information as purpose or object/
Expulsion or disfranchisement/
Extension of corporate charter, consent/
Fairness of contracts/
Favoring by directors or officers/
Fiduciary duties/
mergers/
Financial statements/
corporation’s duty to furnish/
right to inspect/
Fines, liability for payment/
Foreclosure of mortgages, , /
Freeze-outs, /
Guaranty/
corporate obligations/
consideration/
defenses/
duration/
implied agreements/
indemnity/
notices/
direct right of action/
withdrawal/
Holding companies, shareholders’ powers/
Husband and wife/
Implied contract to pay shareholder for services/
Indirect shareholders corporate rights/
transfers/
Individual capacity to act/
Information statement, Securities Exchange Act requirement/
Injunctive relief/
internal affairs of corporation/
Insider trading/
Insolvency of corporations/
creditors’ committees, compliance with securities laws/
Inspection of books and records business secrets for competitor/
curiosity/
dividends, propriety of/
executive compensation information/
harassment/
mailing lists/
personal business advancement/
receivership, advisability of/
Inspection of books and records, enforcement appeals/
burden of proof/
federal courts/
state courts/
Inspection of corporate property/
Interested director or officer transactions, ratification or approval, /
Interest in corporate property, /
Interests/
Intervention, corporate suits/
Investment trusts, shares/
Judgment against corporation, appeal from/
Judicial control over directors and officers/
Jurors/
Knowledge imputed to shareholders/
Leases/
consent or approval, necessity/
Leases of corporate property majority shareholders/
sole shareholder/
Liability/
antiracketeering laws/
limited/
bank shareholders/
creditors, unpaid subscriptions/
de facto officers, acts/
defective incorporation/
dissolution, distributed assets/
dividend distributions, unlawful/
guaranty agreement/
holding companies/
implied contract/
incorporated partnership/
incorporated proprietorship/
insider trading/
joint tenancy/
loan guarantees/
preincorporation debts/
professional corporations/
professional service corporations/
S corporations/
servants/
supervising employees/
torts/
trust fund doctrine, dissolution/
unpaid subscriptions, liability to creditors/
Limited liability general rule/
reasons/
S corporations/
Lis pendens/
filing/
List of shareholders/
right to inspection/
Litigation/
derivative actions/
direct actions/
Loans, /
corporation to dominant shareholder/
guarantees/
Majority ownership by another/
company, corporate existence/
Malfeasance of corporation, liability/
Management of corporation, , /
Mergers and consolidations consent/
dissenting shareholders fraud or unfairness/
invalidity or fraud/
shareholders’ right to recover stock/
freeze-outs/
oppression/
squeeze-outs/
Misfeasance, liability/
Model Business Corporation Act appraisal rights/
preemptive rights/
definition of shareholder/
limited liability/
Mortgages and deeds of trust, /
Noncompetition covenants/
Noncompliance of foreign corporation with statutory requirements, , /
Nonfeasance of corporation, liability/
Nonshareholders, piercing the corporate veil/
Notice/
Officers, fixing compensation of/
Officers’ duties and liabilities actions to enforce, /
power to fix compensation/
agency transaction/
concealment/
fraud/
ratification of officers’ acts/
Oppression, /
Ownership of corporate property, /
Paid up stock, assessment of/
Partners, compared/
Personal property interests/
Pledgors and pledgees, , /
Powers, /
authority to act for corporation/
management of corporation, /
Preferred stock, dividends/
Professional corporations, liability/
Promissory notes/
Property interests/
Proprietary rights/
Proxy rules, shareholder activism/
Purchase of stock/
Purchases/
adverse interest or title/
Purchases of corporate property contracts between corporation and shareholders/
forced sales/
minority shareholders, rights and powers, /
Purchases of stock/
Ratification, /
acceptance and retention of benefits of contract/
consent, necessity/
director-fixed compensation/
directors’ acts/
stock option plans/
Real property interests/
Receivership/
priorities/
proceedings, as creditors in/
Redemption of property sold under execution/
Redemption of stock agreements/
consent to redemption, necessity/
remedies to prevent/
right to compel/
Relationship to corporation/
Remedies/
Removal of directors, /
Reorganizations/
actions/
directors’ authority distinguished/
officer or director shareholders as purchasers of corporate/
assets/
shareholders as purchasers of corporate assets/
subordination to creditors/
taxation (federal)/
Reporting obligations, federal securities laws/
Representative of corporation/
Repurchase of stock agreements/
consent to repurchase, necessity/
fiduciary duties/
liability/
remedies to prevent/
right to compel/
Residence, effect on status of corporation/
Resolutions, ratification of acts/
liability/
Right of state under reserve power/
Rights/
ownership right to real property/
Sales, contracts between corporation and shareholders/
Sales of corporate property consent/
minority shareholders, rights and powers, /
Sales of stock/
S corporations, taxation (federal) generally/
distributions to/
tax basis/
Security deposited by foreign corporation, rights/
Servants, shareholder liability for debts due/
Service of process/
Setoffs, /
Sole proprietors, compared/
Sole shareholder/
veil as surviving death/
Squeeze-outs/
Standing to sue, , /
corporation’s shareholders alien enemies/
taxpayer’s suit/
Status as shareholder/
proof/
Stock/
amount, proof/
appraisal rights/
purchase or sale/
Subordination of rights, preferred shareholders/
Subscriptions to stock calls/
Suretyship and guaranty contract benefits/
Taxation/
generally/
shareholder income or dividends/
standing to sue/
Taxation (federal)/
redemption of stock, complete termination of interest/
Tax-free corporate divisions reorganization/
Title to corporate property, , /
Tort liability, corporate acts/
Ultra vires, ratification/
Unanimous written consent in lieu of meeting/
Underwriters, liability to shareholders/
United States as shareholder/
Unpaid subscriptions, corporate remedies/
blue sky laws, compliance/
calls, necessity/
certificate of stock, issuance or tender/
complaints/
counterclaims by subscribers/
defendants/
evidence/
express promise to pay, -/
Unpaid subscriptions, corporate remedies/
implied promise to pay, /
in equity distinguished from at law/
joinder of two or more subscribers as defendants/
lien on stock/
parol evidence/
plaintiffs/
preferred stock/
setoffs by subscribers/
splitting cause of action/
venue/
Use of corporate property, majority shareholders/
Valuation of stock, appraisals/
Voluntary contributions to corporations/
Voting/
control share acquisition statutes/
director-shareholders/
increase of stock/
lists, right to inspection/
shareholders’ meetings/
Waiver/
objections to venue/
preemptive rights/
Watered stock, consent to issuance, effect/
Wife and husband/
Winding up of corporation/
actions by shareholders on behalf of corporation/
liability/
Withdrawal from membership, personal guaranty/
Witnesses/
competency/
death of as disqualifying witness/
Written consent in lieu of meeting/
SHAREHOLDERS’ ACTIONS/
See Shareholders’ Derivative/
Actions; Shareholders’ Direct Actions/
SHAREHOLDERS’ AGREEMENTS/
Arbitration/
Close corporations/
buy-sell agreements/
dividend payments, requirement/
management/
voting/
Consideration/
Construction/
Deadlocks, resolution of/
Dividend payments, requirement/
Dividends/
Enforcement/
Fraud/
Fraudulent agreements, validity/
Interpretation/
Law governing/
Liens on stock/
Noncompetition covenants/
Redemption/
Repurchase by corporation, /
Unfair agreements, validity/
Validity/
Valuation of stock/
Voting, /
SHAREHOLDERS’/
COMMON-LAW LIABILITY FOR CORPORATE DEBTS/
Absence of de jure or de facto corporation/
liability of members to third persons/
basis/
burden of proof/
dissolution of corporation, acts subsequent/
illegal purposes, organization of corporation/
limitation of liability to active participants/
necessary capital not subscribed or paid in/
particular matters affecting liability/
persons liable/
torts/
unauthorized purposes, organization of corporation/
relationship of members as/
between themselves/
rights of members as individuals/
Agreement of corporation as imposing liability/
Agreement or consent of shareholders/
consideration for agreement/
imposing liability/
Attachments against corporation/
Executions against corporation/
consideration/
defenses/
duration/
SHAREHOLDERS’/
indemnity/
notices/
Illegal debt/
Judgments against corporation/
Nonliability, general rule/
Parent corporation, application of rules/
Receivers, right to bring action against shareholders/
Rule against liability/
Setoff of claims against corporation/
Subsidiary corporation, application of rules/
Torts, liability/
Ultra vires debt/
SHAREHOLDERS’/
CONSTITUTIONAL, STATUTORY OR CHARTER LIABILITY TO CREDITORS/
See also Shareholders’ Common-Law Liability for Corporate Debts Abolition of shareholders’
liability in bank/
Accommodation shareholders/
Agents, -/
Amendments, bank charter/
Amount of liability attorneys’ fees/
costs/
double liability/
interest, liability/
joint tenant/
limitation of liability of shipowners/
pro rata liability/
tenant in common/
amendments/
liability as affected by provisions/
SHAREHOLDERS’/
provision permitting full-paid stock to be assessable/
Assessment/
bank commissioner/
conclusiveness of assessment/
Assets of corporation/
Assignees/
bank commissioner, enforcement by/
benefit of creditors, enforcement by/
creditor, enforcement/
defenses/
Assignees in insolvency or bankruptcy/
Assignment of statutory liability/
Bank commissioner or superintendent, enforcement/
Banks/
books as prima facie correct on ownership of stock/
Bank shareholders/
Beneficiaries of estate/
Broker’s liability for assessment/
Bylaws/
Community property, liability/
Composition agreement as barring enforcement/
Conclusiveness and effect of judgment/
Conditional purchasers or subscribers/
corporations, liability/
deceased shareholder, liability of estate, /
Conditions precedent to enforcement/
Conflict of laws/
SHAREHOLDERS’/
Consolidations, /
assumption by one bank of another’s liabilities/
attack on validity of in suit/
Constitutionality of statute/
change in remedy, statute providing, -/
creditors’ right to attack statutes changing remedy/
imposing liability/
increase of liability of existing shareholders/
penal statutes repeal/
reserved right to alter or repeal/
shareholders’ right to attack provisions changing remedy/
taking away or impairment liability, -/
conditions precedent to right to sue, provision adding/
constitutionality/
waiver of right to urge/
unconstitutionality/
subsequent creditors, provisions affecting/
Constitutional limitation/
Constitutional provisions classification/
construction, -/
enumeration/
self-executing/
Contractual or penal liability general rules/
Contribution among shareholders agreement among shareholders as affecting/
general rules/
Conversion of liability stock into nonliability stock/
SHAREHOLDERS’/
Creditors’ bills, enforcement of liability/
Creditors who may enforce assignee of creditor/
contract rights, general rules/
creditor not a judgment creditor/
creditor who is before defendant became shareholder/
employee/
laborer/
officer creditor/
servant/
shareholder creditors/
Credits, for other payments/
Death/
Debts due laborers/
Debts for which liable/
classes of debts, statutes creating liability/
contract, liabilities arising out of contract/
debts incurred after corporation in liquidation/
employees, debts due/
exceeding debt limit as affecting liability/
fraudulent debts/
illegal contract, claim under contract/
implied contracts, debts arising on implied contracts/
interest/
judgments debt/
laborers, debts due/
limitation of actions, debts barred by statute of limitations/
machinery/
materials/
place at which contracted as affecting liability/
receiver’s acts resulting in lose/
SHAREHOLDERS’/
supplies/
timing as affecting liability, /
torts, liabilities arising from wrongs/
transferor/
Decedents’ estates, liability/
Defenses to enforcement of liability/
Delivery of stock as essential to liability/
Devisees/
Directors of corporation/
Discharge by payment/
Distributee of estate of deceased shareholder/
Distribution of proceeds expenses/
preferences and priorities/
priority/
surplus/
Division of corporation into parts or units/
Double liability/
Enforcement of liability/
absence of statutory remedy/
accrual of cause of action, /
action at law or suit in equity/
agreements/
defense, agreement with corporation/
public officer/
repurchase stock/
return stock/
amount of assessment by court/
another action pending/
SHAREHOLDERS’/
assessments/
court/
public officers/
assets/
excess of debt limit/
transferred by one bank to another/
assignee/
assignment of stock/
assumption of liability by/
purchaser of corporate assets/
attachment/
bank commissioner/
bank panic/
blue sky laws/
commencement of running of limitations/
compromise of liability of other shareholders/
compromise or composition/
conclusiveness of assessment/
concurrent remedies/
contribution/
corporation/
creditor/
creditor’s bill/
death of shareholder/
debt due from corporation/
deceased shareholder/
decree/
default judgment/
defenses/
discharge of liability of corporation/
SHAREHOLDERS’/
discharge of transferor/
distribution of proceeds among creditors, -/
equity suit/
estoppel/
creditor/
deny corporate existence/
set up defenses/
evidence/
execution/
extension of time of payment of debt/
filing of claims against successor corporation/
forfeiture stock/
fraud, ,, /
fraudulent debts/
garnishment/
general rules, , , /
gift of stock to shareholder/
guaranty of debt by shareholders, effect on liability/
illegality of stock/
inducing subscription to stock/
injunctions/
against enforcement of liability/
withdrawal of deposit in bank/
insane shareholder/
irregularities/
issuance of stock/
subscription/
judgment/
SHAREHOLDERS’/
judgment against shareholder in another action/
judgment as assignable/
judgments against corporation as barring, -/
jurisdiction/
knowledge of insolvency by creditor/
laches/
law or equity/
legislature’s power to prescribe/
limitations of action/
married woman/
mistake of fact in becoming shareholder/
nature/
nondelivery of certificate/
nonownership of stock/
outside state/
particular defenses barred/
parties to proceedings to enforce/
payment by shareholder/
payment for stock in other than money/
payment to creditors/
payment to shareholder by receiver/
penal liability/
personal defenses of shareholder/
prima facie evidence via judgment/
probate court/
proof/
receiver/
acts/
SHAREHOLDERS’/
reduction of capital stock/
releases/
beneficial owner/
corporate creditors/
corporation/
judgment against one shareholder/
levy on corporate property/
mutual agreement/
other shareholders by creditors/
record owner/
remedies to enforce/
sale of shares for nonpayment of assessments/
secured creditor/
security in hands of creditors/
setoff in action by shareholder/
setting aside fraudulent conveyance in enforcement/
solvency of other shareholders/
special terms in subscription to stock/
stock subscription of less than required amount of stock/
subrogation/
subscription of less than required amount of stock/
subscriptions to stock, special terms/
surrender of security for corporate debt/
ultra vires issue of stock/
ultra vires purchase/
unconstitutionality of statute creating liability/
SHAREHOLDERS’/
waiver of corporate creditors/
want of corporate existence, /
Enforcement of liability outside of state/
bank commissioner’s action to enforce/
conclusiveness of judgment or assessment/
conflicting decisions as to liability under particular statutes/
contractual liability/
defenses/
grounds for refusal to enforce/
special remedy/
method of enforcement/
necessity for personal jurisdiction over shareholder/
penal liability/
receiver, right to enforce/
setoff/
special remedy prescribed by statute in home state/
who may sue/
Equitable owner of stock/
Evidence/
existence of status as shareholder/
general rules/
Exclusiveness of statutory remedy/
Executors, liability, -/
Exoneration, /
contribution among shareholders/
SHAREHOLDERS’/
applicability of statutes/
enforcement by state of statutory liability of shareholders/
Forfeiture of stock/
Fraudulent subscriptions/
Fraudulent transfers of stock/
sufficiency of evidence to show/
Full faith and credit/
Guarantors’ liability/
Guardians, liability, -/
Heirs/
Holders of qualifying shares/
Holding companies/
Illegal stock, holders/
Impairment of obligation of contracts/
Incorporators/
Indemnity as between transferor and transferee, /
Infants/
Injunction against assessment and enforcement/
Insane persons/
Insolvency/
Interest, liability/
Interest in addition to statutory liability/
Joint liability of spouses as affected by bankruptcy proceedings/
Joint or several liability/
distinction/
Joint tenants/
Judgment/
Judgment against corporation/
Jurisdiction, enforcement of liability/
Labor Management Relations Act/
SHAREHOLDERS’/
Legatees/
Liability to creditors/
Life tenant/
partial payment by shareholders/
shipowner liability/
statutes/
Liquidation/
Married women/
Mergers/
National Bank Act/
National banks/
estate of deceased shareholder/
Nature of liability/
Officers of corporation/
Parties to actions to enforce/
defendants in actions at law/
plaintiffs/
suits in equity, necessary parties/
Partners/
liability as shareholder/
Penal statutes/
death of shareholder as affecting liability/
repeal/
Persons liable/
Pleadings/
Pledgees, -/
Primary liability/
Principal debtor/
Priority of claim as against general creditors of shareholder/
Professional service corporations statutory provisions/
Pro rata liability/
Purchaser for infant/
Purchaser of bank stock/
SHAREHOLDERS’/
Real owner of stock/
Receivers, right to enforce/
Recovery back of payment made by shareholder/
Reduction of stock/
Refusal to accept stock/
Registered and unregistered transfers/
Registered owner/
Releases/
Remedies of creditors to enforce/
Repeal of added liability statutes/
liability incurred, effect/
liability incurred prior to repeal, effect/
Representative action by creditor/
Rights of creditors as among themselves to liability fund/
Sale or assignment/
Scope of liability, -/
Secondary liability/
Security for costs/
Setoff of claims against corporation action to enforce outside state/
claim for fraud in inducing purchase of stock/
debt due from corporation/
dividends due depositors in an insolvent bank/
liability enforceable by single/
creditor in action at law/
limitations on rights/
purchase of claim against corporation/
security held by creditors/
suit for benefit of all creditors/
Shareholders, liability, /
SHAREHOLDERS’/
Shipowners, limitation of liability/
States repealing added liability statutes/
withdrawal of capital and refund to shareholders/
Subrogation/
Subscriber for infant/
Subscribers to stock, liability confined/
insufficient subscription amount/
payments, statutory provisions/
Sureties, liability/
Surplus after payment of creditors and expenses, distribution/
Taking away or impairing liability, contract rights of creditors/
Tenants in common/
Testamentary trustees/
Third person, enforcement of liability/
Torts/
Transferees of stock/
assent to transfer, necessity/
general rules/
noncompliance with bylaw/
requirements as to transfer/
payment of debts by transferor/
prohibition against transfer/
time when debt incurred, effect on liability/
unregistered transfer/
Transfer of assets by old bank to new/
SHAREHOLDERS’/
Transfer of property by shareholder after insolvency of corporation/
Transferors of stock/
corporation, transfer to corporation/
effect of both transferor and/
transferee being liable/
evasion of liability, sham transfer for/
fraudulent transfer/
general rule/
incompetent as transferee/
insolvent person as transferee/
knowledge of insolvency legality/
nonresident, transfer to nonresident/
selling agent, transfer to agent/
sham transfer/
time when debt contracted or incurred/
transfer before incurring of debt/
unregistered transfers file with public officer/
wife, transfer to wife/
Trustee in bankruptcy, enforcement/
Trustees, liability, -/
Unregistered owner of stock/
Venue of action to enforce/
Vested right/
Void stock, holders/
Watered stock/
Withdrawal as shareholder/
Withdrawal of capital and refund to shareholders/
SHAREHOLDERS’ DERIVATIVE ACTIONS/
Accounting/
profits/
Acquiescence/
Acquisition of stock by new/
shareholder after improper act/
Action alleging corporate waste/
Actions at law/
Administrator as entitled to bring/
Antitrust law violations/
Appearance by attorneys/
Appointment of receiver in/
Assignment for benefit of creditors, effect/
Attorney fees/
indemnity of directors and officers/
individual shareholder actions/
lien/
reimbursement/
Attorneys/
appearance/
attorney-client relationship/
dual representation/
Bad faith, -/
Bankruptcy/
Banks/
FDIC/
Financial Institutions Reform and Recovery Enforcement Act/
Basis/
Beneficiaries, trusts/
Breach of fiduciary duty, /
refusal to sue/
Business trusts/
Buyout remedy/
Cancellation/
Capacity in which suit brought/
Capacity to sue/
Cause of action in favor of corporation as essential/
Cestui que trust/
Change of venue/
Choice of law/
Civil rights acts/
Classification of action as derivative, /
Close corporations/
Collusion to confer diversity jurisdiction/
Compelling declaration and payment of dividends/
Complaint/
alleging relationship/
anticipating defenses/
collusion, alleging want/
demand and refusal to sue, /
entitling/
facts authorizing plaintiff to sue, statement/
federal courts/
multifariousness/
naming of parties/
stating cause of action in favor of corporation/
status of plaintiff as shareholder, allegation/
sufficiency/
two or more corporations/
verification/
Compromise/
good faith/
notice/
Conclusiveness, judgment/
Conditions precedent to right to sue/
attorney to conduct consolidated action/
Contemporaneous ownership rule/
continuing wrongs exception/
governing law/
purpose/
Control/
special litigation committees/
Conversion of corporate assets, /
Corporate waste/
Corporation as defendant/
Costs/
Counterclaims/
Court rules/
Courts, power to terminate suit/
without consent of shareholders/
Creditors/
Cross-bills/
Cross-complaints/
Dead corporations/
Debenture holders/
Declaratory judgment/
Decrees/
Defendants, corporation aligned as defendant/
Defenses against/
acquiescence/
affirmative, answer/
amount of holdings/
appraisal and value of stock, refusal to accept/
attorneys’ fees, payment by corporation/
bad faith, -/
capacity to sue/
consent/
discretionary corporate acts/
diversity jurisdiction, collusion to confer/
estoppel, ,/
in pari delicto/
interests of rival company in suit/
knowledge, laches/
laches, -/
lack of capacity to sue/
litigation expenses supplied by rival company/
motive, -/
participation/
pendency of actions/
purchase of stock for purpose of suing/
ratification, -/
receivership of corporation/
res judicata/
size of holdings/
strike suits/
suspension of rights of corporation/
unclean hands/
waiver of rights/
Defenses against minority shareholders/
Delay in bringing/
Demand on corporation to sue, /
allegation/
belated demand/
belated demand, effect where acted upon/
demand on shareholders/
directors/
excuses for failure to make demand/
federal courts/
general rule/
national bank/
policyholder’s action/
receivership/
refusal, what constitutes/
reorganization, effect on necessity/
shareholders/
sufficiency/
timing/
ultra vires doctrine, effect/
what law governs/
Demurrers to complaint/
Direct actions, distinguished/
derivative action as bar/
federal courts/
futility exception/
refusal to sue/
wrongful refusal, inspection of books and records/
Directors, /
demand requirement/
enforcement of directors’ liabilities/
refusal to sue/
standing to sue/
Disability of plaintiff to sue/
Disbursement/
Discovery/
Discrimination/
Dismissal, /
corporation’s motion/
federal courts/
notice/
plaintiff’s motion/
summary judgment/
Distinguished from individual actions/
Diversity jurisdiction, collusion to confer/
realignment of parties/
Dividends/
compelling declaration and payment, /
unlawful distribution/
Double derivative suits/
demand requirement/
Dual cause of action/
Elements/
Equitable owner of shares, right to bring suit/
Equity/
Estoppel, , /
Evidence/
Examination of party before trial/
Excuses for failure to make demand/
Rule /
Executors, rights to bring suit/
Expenses/
allowance/
payment by rival company as defense/
Factual issues/
Fair and adequate representation/
burden of proof/
factors/
Federal courts/
amount in controversy/
change of venue/
compromise/
demand requirement/
dismissal/
exceptions to demand requirement/
excuses for failure to make demand/
Federal Rules of Civil Procedure, Rule /
futility exception to demand requirement/
futility of demand/
intervention/
pleadings/
demand/
removal from state to federal court/
Rule/
settlement/
standing to sue/
venue/
Federal rules/
Rule/
Rule /
Federal securities laws, violations/
Forfeiture by corporation of right to sue/
Fraud/
conveyances of corporate property/
Futility of demand/
History/
Holding companies/
Holdings, amount/
Illegal payments/
Indemnification of directors or officers for expenses/
attorneys’ fees, bylaw provisions/
bylaw provisions, attorneys’ fees/
Individual actions counsel fees/
defenses against, illegality of corporation/
shareholders’ derivative action as bar/
survival statutes, bar/
Injunctions/
Injury to plaintiff in addition to injury to corporation as essential/
In pari delicto/
Insider trading/
standing to sue/
Inspection of documents/
settlements/
Interests of rival company as defense/
Intervention/
Issuance of stock/
Judgments, conclusiveness/
Jurisdiction/
choice of law/
diversity of citizenship, collusion to confer/
equity/
federal courts/
forum non conveniens/
right to jury trial/
state courts/
Jury trials/
Knowledge, laches/
Laches, -/
Lack of capacity to sue/
Leave to sue where corporation in receivership/
prerequisite/
Legal issues/
Legatees, right to bring suit/
Lien for counsel fees/
federal rules/
Lis pendens/
counsel fees/
indemnification/
individual shareholder actions/
interveners/
proxy disclosures/
tabulation/
Maintenance of after bankruptcy or receivership/
Merged corporation plaintiff/
Mergers/
standing/
Mergers effect/
Mismanagement of corporation/
Model Business Corporation Acts definitions/
demand requirement/
discontinuance/
settlement/
Motive, -/
Nature/
Negligence/
Nonexistence of corporation, effect/
standing to sue/
Notice, settlement/
Officers, , /
enforcement of officers’ liabilities/
standing to sue/
Option holders/
Ownership of stock at time of injury/
Parent company/
right of holder of stock in to bring suit/
shareholders/
Parties/
corporation as party/
defendants/
disability of plaintiff to sue/
liquidating trustees of dissolved corporation/
plaintiff/
realignment to achieve jurisdiction in federal courts/
receiver of corporation as party defendant/
substitution/
third persons or corporation/
involved in controversy/
Pendency of actions, effect/
Plaintiffs/
corporation aligned as plaintiff/
creditors/
directors/
minority, subsidiary corporation/
officers/
receivers/
Pleadings/
amendment/
complaint/
cross-bills/
cross-complaints/
demand/
demurrers/
federal courts/
general treatment, -/
motions to dismiss/
Pledgee of shares/
Pledgees/
Pledgor of shares/
Preemptive rights, enforcement/
right to bring suit/
Pretrial discovery/
Priorities/
Procedural rules/
Proceeds/
Promotion of justice as essential/
Pro se appearances/
Punitive damages/
Purchase of stock for purpose of suing/
Ratification of corporate acts as bar, /
silence/
transferee of stock as bound/
Realignment of parties/
Receivers/
appointment/
Receivership of corporation/
Record shareholders/
Recovery, personal or corporate/
Recovery of corporate funds used to pay counsel fees for defendant shareholders/
Refusal of corporation to sue, /
Reimbursement of directors and officers for expenses/
Release of defendant officer in settlement of suit/
Release of liability, effect/
Relief/
accounting, when allowed/
buyouts/
cancellation/
conclusiveness and effect/
corporation, relief afforded to/
counsel fees, lien/
direct relief to shareholder/
form of relief which may be allowed/
injunction/
interest/
kinds/
lien for counsel fees/
money decree, when proper/
receiver pendente lite, when allowed/
removal of corporate officers/
rescission/
trust declaration/
Remedies/
shareholder remedies in parent corporation for injuries to subsidiary/
Removal from state court to federal court/
Reorganizations/
Rescission/
Res judicata/
Restitution/
Restoration of status quo/
amount of stock as affecting right to sue/
Rule /
Section (b)/
Security for expenses from plaintiffs amount of security/
constitutionality/
contemporaneous ownership/
federal court/
intervention/
percentage of stock owned/
purpose/
value of stock sufficient to avoid posting security, time to value/
Setoff of debts due to shareholders/
Settlements/
federal rule/
notice, /
notice to shareholders of proposed settlement/
Shareholders/
who may bring suit/
Short-swing/
profits/
trading/
Single shareholders/
Size of holdings, effect/
Special injury rule, /
Special litigation committees/
procedural refinements/
Standing, contemporaneous ownership rule/
Standing to sue/
beneficiaries, trusts/
continuous ownership requirement/
creditors/
debenture holders/
defenses/
directors/
dissolution of corporation, effect/
burden of proof/
factors/
federal courts/
members, nonprofit corporations/
mergers, effect/
officers/
option holders/
warrant holders/
State courts, jurisdiction/
federal rules/
Stays of proceedings/
Stock/
amount necessary to sue/
owner at time of transaction, federal rule/
Strike suits/
Successive suits/
Summary judgment/
Suspension of rights of corporation/
Taxation of corporation/
Termination of litigation disinterested directors/
special litigation committees/
Theories/
Transferee of stock after injury/
consent of prior shareholder/
continuing wrong/
federal rules/
injuries antedating creation or organization of corporation/
knowledge at time of transfer/
short-swing profits, suit to recover/
Transferor of stock/
Transitory/
Triple derivative actions/
Triple derivative suits/
Trust declaration/
Trustee in bankruptcy/
Trustees, right to bring suit/
Ultra vires acts/
Unclean hands doctrine/
Unregistered transferee of stock/
Venue/
change/
federal courts/
Waiver of rights, objections on particular grounds/
Warrant holders/
Watered stock holder/
right of holders to bring suit/
Who may sue/
SHAREHOLDERS’ DIRECT ACTIONS/
Acquisition of all of stock by new shareholder after improper act/
Antitrust law violations/
Attorneys’ fees/
Bylaws, attack/
Capacity to sue corporation/
Choice of law/
Civil rights acts/
Class actions/
dividends, compelling declaration and payment/
Classification of action as direct, -/
Close corporations/
Complaint/
Contemporaneous ownership rule/
Contracts of corporation, , /
Corporation/
actions against/
right to sue on shareholder’s cause of action/
Costs/
Counsel fees and litigation expenses/
Counterclaims/
Creditor shareholder/
Defendants/
Defenses, definition/
Demand on corporation to sue/
Depreciation in value of stock as grounds/
Deprivation of rights/
Derivative actions, distinctions, , /
Discrimination/
Distinguished from derivative actions/
Dividends, compelling declaration and payment/
Equitable owner of stock/
False reports as to validity of stock/
Federal rules/
Federal securities laws, violations/
Forfeiture or sale of stock for nonpayment/
Fraud, /
conveyances of corporate property/
Guaranty of corporate obligation/
History/
Illegal payments/
Incidental contract rights/
Increase of stock/
Individual causes of action breach of personal duty/
effect of suit as shareholder/
Injury directly to shareholder, necessity, /
Injury to plaintiff as opposed to injury to corporation/
Insider trading/
Intent to injure shareholder, effect/
Issuance of stock/
Jurisdiction of court choice of law/
state courts/
Jury trial/
Laches as defense/
Loans to corporation/
Merger transactions/
Minority shareholders’ rights/
Mismanagement and waste, , /
Money advanced for corporate use/
National Bank Act/
Negligence/
Nuisances caused by corporation/
Officers, , /
Ownership of controlling interest, effect/
Ownership of stock as condition precedent/
Ownership of stock at time of injury/
Parties/
receiver of corporation as party defendant/
Pleadings/
Rule/
of federal rules/
Sole shareholders/
Special duty to shareholder/
Special injury rule, /
Standing to sue/
State courts, jurisdiction/
Status as shareholder, necessity/
Stock owner at time of complained transaction/
Tainted shares rule/
Termination of litigation, law applicable/
Third-party claims/
Transferee of stock after injury, federal rules/
Transfers of stock/
Ultra vires acts/
Voting rights/
Waste and mismanagement, /
Wrongs both to shareholder and corporation/
SHAREHOLDERS’ LIABILITY TO CREDITORS FOR UNPAID SUBSCRIPTIONS/
See also Shareholders; Subscriptions to Stock/
Administration expenses/
Amount of liability/
Asset of corporation/
Assignees/
benefit of creditors, right to enforce/
creditor, enforcement/
subscriber, attachment or garnishment proceedings/
Attachment, remedy to enforce/
Bank commissioner, enforcement/
Calls or assessments/
call, what constitutes/
conclusiveness, -/
determination of amount of assessment/
matter concluded by assessment/
necessity/
notice/
persons who may make/
place of making/
procedure/
receiver’s power to make call/
subscriptions payable immediately, at fixed time or on demand/
successive calls/
Charter provisions/
Compromise/
Conditions precedent to right to sue certificate of stock/
demand, when necessary, /
exhaustion of assets/
exhaustion of collateral security/
judgment and execution against corporation, -/
presentation of claim against estate of deceased person/
Conflict of laws/
Constitutional provisions/
Contractual character of liability/
Corporate asset/
Costs of administration/
Creditors who may sue, -/
Debts enforceable against shareholders/
Decree, enforcement actions/
Defenses to action to enforce/
abandonment of corporate enterprise/
agreement with other shareholders/
alteration of subscription agreement/
another action pending/
assessment of stock as barring defenses, -/
assignment of judgment/
certificate of stock, failure to issue/
conditions precedent to validity of subscription/
consolidation of corporation, , /
corporation, nonexistence/
discharge in bankruptcy, /
discharge of liability of/
shareholder to corporation/
election of creditor to take over business/
enforcement of liability against other shareholders, failure/
estoppel to set up defenses/
failure to collect subscriptions of preferred stock/
failure to subscribe requisite amount of stock/
forfeiture of stock by corporation for nonpayment/
fraud/
general rules/
illegality/
corporation/
subscription or of stock/
incompetency on part of shareholders/
insolvency of other shareholders/
invalidity of notes given for stock/
issuance of stock/
judgment against corporation barring defenses/
knowledge of creditor of payment of subscription/
laches/
limitation of action/
nonownership of stock/
nonreliance of creditor upon payment of subscription/
nonresidence of some shareholders/
notes given for stock, invalidity/
organization of corporation defective/
payment/
permit to do business, lack/
release by corporation/
release by creditor/
rescission of subscription/
revocation of subscription/
sale of stock by corporation for nonpayment/
special terms of subscription/
statutory requirements, failure of creditor to meet/
subscriptions to stock, nonpayment/
waiver by creditors/
want of corporate existence, /
Enforcement/
action at law or in equity/
action in another state, -/
alteration of subscription agreement/
assignee enforcement for creditors/
attachment proceedings, /
bank commissioner enforcement/
decree/
defendants/
defenses/
rescission of subscription/
discovery/
evidence/
execution/
against shareholder/
garnishment proceedings, /
insolvency factors/
liquidation trustees/
plaintiffs/
pleading/
purchaser from receivers or trustees/
receiver/
remedies/
shareholder enforcement/
insolvency factors/
Equity jurisdiction in action to enforce/
Evidence, enforcement actions/
Exemption from liability/
Existence/
Expenses of administration/
Fictitiously paid up stock, liability on, distinguished/
Foreign corporations, right of state to enforce liability of shareholders/
calls or assessments/
Interest/
Judgment, enforcement actions/
Limitation on amount of liability, /
Liquidation trustees, enforcement/
Market value of stock/
Nature of liability/
No-par-value stock/
Note for subscription/
Parties, /
enforcement of liability in another state/
Par value of stock, liability in excess/
Persons liable/
Pleadings, enforcement actions/
Purchaser from receivers or trustees, enforcement/
Receiver, enforcement/
defenses/
equalization of liabilities and losses of shareholders/
purchaser from receiver, rights/
Setoff of debts due to shareholders/
Shareholder, enforcement by shareholder/
Statutory liability on paid up stock distinguished/
Subscription note/
Subscriptions to stock, failure to subscribe requisite amount/
Torts/
Transferor or transferee of stock assessment, liability of transferor after transfer/
defenses available to transferee/
fictitiously paid up stock, transferee/
fully paid stock/
knowledge or consent of/
transferee, necessity/
unregistered transfer/
value of shares, assessments beyond/
watered stock/
liability of transferee/
Trustee in bankruptcy, enforcement/
purchaser from trustee, enforcement/
Watered stock, liability on distinguished/
Who may sue, -/
SHAREHOLDERS’ LISTS/
See also Shareholders See also Shareholders Computer printouts, use/
Evidence, right to vote/
Format/
Media used/
Microfilm, use/
Preparation/
Record date/
SHAREHOLDERS’ MEETINGS/
See Meetings of Shareholders; Shareholders/
SHARES/
See Dissolution of Corporations; Stock/
SHARES OF STOCK/
See Preferred Stock; Stock/
SHIP BUILDING AND REPAIR/
SHIPOWNERS/
Limitation of liability, /
SHIPPING CLERKS/
See Notice to Officers or Agents/
SHIPPING COMPANIES/
See Powers/
SHOPLIFTING/
Defamation or slander/
False arrest or imprisonment of suspected shoplifter/
Punitive damages/
Security guard actions, liability for torts/
Statutory limitation as to civil/
liability to prevent, /
SHOPPING CENTER LEASES/
Association of tenants, compulsory membership/
Business restrictions/
Common areas/
Exclusive use clause/
Nature/
Relationship of parties/
Security program by landlord/
Tort liability/
Trade radius clause/
SHORT FORM MERGERS/
SHORT SALES OF SECURITIES/
See Takeovers/
SHORT-SWING INSIDERS’ PROFITS/
See Insider Trading/
SIGNATURES/
See also Execution of Corporate Instruments/
Foreign corporations, pleadings/
Pleadings/
Printing or stamping corporate name, validity/
negotiable paper/
Stock subscription contracts/
SILENCE/
Underwriting agreements, alterations of written agreement/
SIMPLIFICATION ACT/
Transfer of securities/
SINGLE ACT/
Doing business for qualification statutes, -/
Doing business for service of process/
SINKING FUNDS/
Articles of incorporation provisions amendments/
Bonds/
interpretation/
Preferred stock, redemption/
Stock repurchase or redemption/
SITUS/
Generally/
See also Attachment; Executions;/
Garnishment; Stock Corporation domicile or residence/
Property taxation/
Shares of stock, taxation/
SLANDER/
See Libel and Slander/
SLAUGHTER HOUSES/
SMALL BUSINESS INVESTMENT COMPANIES/
National banks, allowed investments/
SMALL CLAIMS ACTIONS/
President of corporation, power of/
SMALL LOAN COMPANIES/
SOCIAL CLUBS, CORPORATIONS AND ORGANIZATIONS/
See Fraternal Associations; Membership Corporations/
SOCIAL SECURITY ACT/
See Employees/
SOCIETY/
See also Benevolent Associations, Corporations and Societies Mandamus, compelling restoration
of membership/
SOFTWARE Taxation/
SOLE ACTOR DOCTRINE/
See Notice to Officers or Agents/
SOLE CORPORATIONS/
See also Sole Ownership; Sole Shareholders/
SOLE OWNERSHIP/
See One-Owner Corporations; Sole Corporations; Sole Shareholders/
SOLE SHAREHOLDERS/
See also One-Owner Corporations; Sole Ownership; Sole Corporation/
Books and records/
Contracts on corporation’s behalf/
corporation’s liability/
Divorce, apportionment of corporate property/
Liabilities, antiracketeering laws/
Management of corporation, powers/
Self-incrimination, privilege against/
Standing to sue, direct actions/
Veil as surviving death/
SOLICITATION/
Internet-based/
Securities Act of/
Section (), crowdfunding/
SOLICITATION OF BUSINESS/
SOLICITING AGENTS/
See also Agents/
SOLVENCY/
See Insolvency/
SOUTH CAROLINA/
SOUTH DAKOTA/
Limited liability companies, articles of organization/
SPECIAL ACTS/
See also Amendment or Repeal of Articles of Incorporation;/
Articles or Certificate of Incorporation; Incorporation Under Special Act/
SPECIAL DAMAGES/
See Punitive Damages/
SPECIAL DEPOSITORIES/
SPECIAL DEPOSITS/
See Banks and Banking; Preference of Bank Creditors/
SPECIAL PRIVILEGES OR IMMUNITIES/
SPECIFIC PERFORMANCE/
Contracts/
sale or purchase of stock/
Corporations/
Lis pendens actions/
Pooling agreements/
Reorganization agreements/
Surrendering stock certificates for transfer/
Transfers of stock/
partly executed/
Voting agreements/
Voting trusts/
agreements/
certificates, sale and transfer/
compel performance/
sale and transfer of voting trusts certificates/
SPECULATION/
Corporations, stock of another/
Real property acquisitions/
SPLIT-UPS/
See Reorganizations; Stock Splits; Taxation (Federal)/
SPOUSES/
See Husband and Wife/
STAGGERED ELECTIONS OF DIRECTORS/
See Elections of Directors/
STAND-BY COMMITMENT/
Underwriting agreements, agreement to underwrite securities/
STANDING TO SUE/
See also Parties; Shareholders’ Derivative Actions Aliens, actions against foreign corporations/
Attachment proceedings, corporations/
Conflicts of law, foreign corporations/
Corporate franchises, surrender of franchises/
Corporations/
attachment/
execution proceedings/
garnishment/
Section/
Foreclosure of mortgages, priorities/
attachment/
Joint stock associations and companies/
Majority shareholders, direct actions/
Pledges of stock, /
Receivers/
Shareholders/
direct actions, /
Sole shareholders, direct actions/
Unincorporated associations, actions by or against/
STATE LAWS/
Employment/
Wages/
Working conditions/
STATE LEGISLATURES/
STATEMENTS/
See False Statements or Representations; Financial Statements/
STATE OFFICERS/
STATES/
See Governmental Control; Preference of Bank Creditors; Rate Regulations; Taxation (State); Ultra
Vires/
Actions by and against government corporations, -/
Collateral attack/
Commerce clause/
De facto corporations, actions by and against/
Dissolution of corporations, right to sue, /
Foreclosure of mortgages, intervention/
Illegal acts, right to enjoin/
Injunctions against illegal acts/
Investment in stock/
Legislature, regulated industries/
Preemption of state regulations/
Preference as creditor/
investigations/
jurisdiction/
rate regulations/
regulatory powers/
unwarranted dividends/
Receivers, right to obtain appointment/
legislature’s power/
Regulatory agencies, public service commissions/
Regulatory powers/
Remedies against corporation/
Shareholders/
Stock purchases/
Ultra vires, right to enjoin/
Venue in actions by/
Voting of stock/
Watered stock, rights and remedies/
STATION AGENTS/
See also Agents; Railroads and Railroad Companies; Street Railroad Companies/
STATUTE OF FRAUDS/
See also Contracts Assumption of liabilities, mergers/
Authorization of officers’ or agents’ particular acts, leases/
Books and records as memoranda/
Compensation/
Contracts of corporations/
Corporation succeeding partnership or association, liability/
Guaranty contracts, /
Leases/
Sales of stock/
in general/
Signatures, form and manner leases/
Stock/
property interests as subject to statute of frauds/
sales contracts/
in general/
Stockbroker transactions/
Uniform Commercial Code provisions, sales of securities/
STATUTE OF LIMITATIONS/
Adverse domination doctrine/
Alter ego doctrine/
Appraisal rights, dissenting/
shareholders/
Bank directors or officers, actions to enforce liabilities/
Blue sky laws/
civil actions/
Conflicts of law/
Foreign corporations, defense/
Fraud/
Freeze-out claims/
Liens on stock/
appraisal rights, /
Pledges of stock/
Rescission, stock purchase contracts/
Running of limitations period, -/
Securities Act of /
Service of process/
Shareholders’ appraisal rights, /
Squeeze-out claims/
Suspended corporations, reinstatement/
Tolling, -, -/
president, power respecting/
STATUTE OF USES/
See Business Trusts/
STATUTE OF WILLS/
Extraterritorial force/
STATUTES/
See also Antitrust Laws; Blue Sky Laws; Foreign Corporations; Incorporation Under Special Act;
Model Business Corporation Act (); Model Business Corporation Act; Model Nonprofit Corporation
Act; Quo Warranto; Remedies; Revised Model Nonprofit Corporation Act; Service of Process;
Shareholders’ Constitutional, Statutory or Charter Liability to Creditors; Taxation; Venue
Antiracketeering/
state/
Antitakeover/
constitutionality/
Bylaws/
Comity, state laws as applying to foreign corporation, -/
Conflicts of interest, state statutes/
Directors, interlocking directorates/
Extraterritorial force of laws or decisions, -/
Inspection of books and records common law restrictions/
federal regulation/
voting lists/
Long-arm statutes/
Notice of limitations imposed by general laws/
Quo warranto/
Retroactive effect, qualification of foreign corporations/
STAYS OF PROCEEDINGS/
See Actions; Shareholders’ Derivative Actions/
STOCK/
See also Assessments on Fully-Paid Stock; Contracts for Sale or Purchase of Stock; Conversion of
Stock; Dividends; Increase of Stock; Insider Trading; Joint Stock Associations; Liens on Stock;
Mutual Fund Shares; Preemptive Rights; Preferred Stock; Reduction of Stock; Sales or Purchases of
Stock; Stock Options; Stock Purchase Warrants; Subscriptions to Stock; Transfers of Stock;
Watered Stock/
Amount authorized/
Amount held by shareholders, proof/
Antidiscrimination rules/
Articles of incorporation clauses assessments on fully-paid stock/
authorized stock/
increase of stock/
liens on stock/
par-value stock/
transfers of stock/
Assessments on fully-paid stock, -/
actions to recover/
amount/
assessment defined/
assets of corporation/
contribution among shareholders/
credits to shareholders/
discharge of liability/
enforcement of assessment/
Attachment, manner of levy/
Attributes of ownership/
Authorized shares/
number, authority to change/
overissue/
preemptive rights in unissued stock/
reacquisition of stock, effect/
Banks, authority to create and issue shares/
Bequests of stock, /
Best price rule/
Blank shares/
Bonuses/
Book value, proof/
Bylaws/
assessments on fully-paid stock/
transfers of stock/
Canceled, voting/
Cancellation of issuance inadequate consideration as grounds/
Capital and capital stock/
Capitalization/
generally/
boot/
liabilities, assumption of/
Certificated shares/
Characteristics/
Charitable corporations, authority to create and issue shares/
Chattels, distinctions/
Choses in action, distinctions/
Classes/
common stock/
no-par-value/
preferred stock/
Close corporations/
bequests of stock/
valuation/
Commodities/
Common stock, definition/
Community property/
above par/
assumption of corporate debts/
blue sky laws, violation/
bond exchanges/
bonds/
burden of proof/
cemetery corporations/
certificates of stock, voidability/
checks, /
compelling of issuance/
conflicts of law/
constitutional provisions, /
contracts/
contracts for purchase and sale/
copyrights/
corporation’s rights and remedies, inadequacy/
creditors’ rights, inadequacy/
remedies/
debts of corporation, forgiveness or assumption/
defenses, adequacy/
directors/
dissenting shareholders, /
equipment and materials/
escrow of shares/
evidence, adequacy/
excess consideration/
exchange of shares/
federal securities laws, violation/
forgiveness of corporate debts/
fraud, effect/
gas companies/
goodwill/
governing law/
guarantee of corporate obligations/
illegality, effect/
insider preferences/
intellectual property/
irrigation companies/
leases/
liability for inadequacy/
mandamus to compel stock issuance/
material and equipment/
mining corporations/
mortgages as security/
natural gas companies/
no-par-value/
notes/
officers/
oil companies/
option contracts/
partnership assets/
par value, /
patents/
payment/
pleadings, adequacy of consideration/
promissory notes/
promoters, liability/
property/
purchases of stock, , , /
railroad companies/
receivers, remedies for inadequacy/
record-keeping requirements/
cancellation of stock issuance/
injunctions against stock issuance/
involuntary dissolution/
joinder of parties/
parties to action/
venue of action/
sales of stock, /
securities laws, violation/
shareholders/
consent to adequacy/
dissent to adequacy/
liability for inadequacy/
states, rights and remedies/
stock of other corporations/
subscriptions to stock, effect of inadequacy/
trademarks/
transferees or transferors, liabilities/
transferee’s rights and liabilities/
trustees in bankruptcy, remedies for inadequacy/
ultra vires acts, effect/
water companies/
Consolidations, /
Contracts, shares as/
Control of corporation, free transferability/
Convertible/
bond conversions/
Corporation acquiring stock in/
another company/
Credits, distinctions/
Debts, distinctions/
Deductions allowable/
Definition and distinctions, /
chattels/
choses in action/
commodities/
credits/
debts/
goods/
money/
Definitions/
Depository Trust Company/
Depreciation in value/
grounds for shareholders’ suits/
pending appeal/
Descent and distribution/
Detinue actions/
Discrimination among shares/
Distribution/
Domicile of corporation as situs of stock/
Employees/
preemptive rights/
purchases/
Equity jurisdiction over shares/
Escrow of shares/
ESOPs/
Estate succession/
situs of stock for administration purposes/
Estoppel to deny validity/
Evidence of ownership or title, /
Exchange of shares blue sky laws/
preferred for common stock, /
Excise taxes/
original issues/
shares/
transfers/
Execution proceedings, mode and effect/
Fair value/
acquiring or holding as doing business within state/
power and rights/
power of state to regulate/
sales as doing business within state/
Fractional shares, , /
capital, authorized vs outstanding/
capital, capital valuation/
capital, capital valuation deductions/
no par value stock computation/
Fraud in purchase or sale/
agents, liability/
damages, /
elements of fraud/
evidence/
intent/
knowledge/
Fraud in purchase or sale/
remedies, election/
rescission of purchase contracts, -, -/
scienter/
Freedom of contract/
Free transferability/
Fungible goods/
Garnishment manner of levy/
Gas companies/
Gifts, /
control over stock certificates/
death of donor/
delivery of stock certificates, /
dividends, effect of reservation/
dominion over stock certificates/
donative intent/
gift-tax return as evidence/
indorsement of stock certificates, /
insider trading liability/
intent, presumption/
joint tenancy/
minors/
possession of stock certificates/
revocation/
safe deposit box, access as sufficient delivery/
title to stock, transfer and vesting/
transfer on corporate books, necessity/
Uniform Commercial Code provisions, /
vesting of title/
Goods, distinctions/
Governmental seizures/
Heirs/
Husband and wife/
pledges of stock/
title/
Illegal issuance/
defense to actions to enforce/
shareholders’ liability, /
dividends as payment/
injunctions against/
ratification/
Incidents of ownership/
Indirectly held stock/
Infants gifts of stock/
Injunctions against issuance/
illegal or unauthorized issuance/
inadequate consideration as grounds/
Intangible and incorporeal nature/
Interest in corporate property/
Investment value/
Irregularities in issuance, defense to action to enforce shareholders’ statutory liability/
Issuance/
blue sky laws/
estoppel to deny validity of issuance/
noncompliance/
burden of proof, legality/
cancellation, inadequate/
consideration as grounds/
certificate as evidence of legality/
definition of issued shares, /
Issuance/
authority to issue/
fiduciary duties/
escrow of shares/
evidence of legality/
fictitious shares/
formalities/
fractional shares/
illegality, /
legality, evidence and burden of proof/
manner/
merit regulation/
no-par-value stock/
overissue/
pledge as collateral security/
ratification/
reorganized corporation agreements/
power to issue/
rescission of subscription contract/
sale of shares/
scrip/
share dividends/
shareholders’ powers derivative actions/
direct actions/
stock splits as constituting issuance/
subscription contract, rescission/
subscriptions/
unauthorized/
preferred/
Joint tenancy/
gifts of stock/
Jurisdiction over stock/
Leases/
Legal services as consideration/
Levy on stock/
effect/
federal courts/
notice/
priorities/
Life estates/
Lists/
preparation/
record date/
Loans to purchase/
Lost or destroyed certificates/
Marital property/
pledges of stock/
title/
valuation/
Market value/
Market value assessment/
Membership corporations, authority to create and issue shares/
Minors, gifts stock/
Misappropriation/
administrators of estates/
cause of action, elements/
damages, -/
demand for delivery, necessity/
dividends, recovery/
interest, recovery/
punitive damages/
refusal to deliver, necessity/
return of stock, effect/
shareholder status/
third parties, liability/
valuation of misappropriated stock/
classes of shares/
escrow of shares/
payment of consideration, /
Money, distinctions/
Mortgages/
Net asset value/
New York law, certificates of stock, issuance/
Nonassessable, subscriptions to stock/
Nonresident ownership, situs of stock/
No-par, valuation/
No-par-value/
authority to issue/
change to par value/
classes/
consideration, , /
definition/
dividends/
historical background/
issuance/
par-value shares distinguished/
preferred class/
shareholders’ liability to creditors for unpaid subscriptions/
taxation/
fixing value of stock/
valuation/
Number authorized, authority to change/
Option under lease/
Outstanding stock/
no-par-value stock, distinctions/
treasury stock, distinctions/
Overissue/
Ownership, certificates as evidence/
Partition of stock/
Par-value/
authority to issue/
changes/
circumventing/
definition/
payments above par/
Personal property characteristics/
Persons liable, -/
agreement of shareholder/
banks, powers/
bylaw provisions/
equality/
estoppel to attack/
levy/
lien/
limitation on corporation’s powers, /
national banks, powers/
pledgee, liability/
power of corporation/
proof/
purposes/
transferors or transferees, liability/
voluntary contributions by shareholders/
voluntary return of part of assessment/
Phantom stock, compensation to officers/
Pledges/
loan purposes/
restrictions/
Section (a)/
Possession, actions to recover/
Professional corporations and/
associations, transfer/
Property rights, /
estates, trusts, bequests/
Purchases/
Quiet title actions/
Ratification of issuance/
Redemption/
agreements/
articles or certificate of incorporation provisions/
close corporations, , /
cooperative companies/
directors, powers/
mandamus, compelling enforcement/
notice of redemption/
pledged stock, -/
power to redeem/
procedure/
shareholders’ powers/
consent to redemption, necessity/
direct suits actions/
remedies to prevent redemption/
right to compel redemption/
sinking funds/
Redemptions/
Constructive ownership rules/
Corporation, effects on/
Other shareholders, effects on/
Parent-subsidiary transactions/
Payment of taxes and expenses on death/
Redeemed shareholders, effects on/
Redemption not essentially equivalent to a dividend/
Sales to related corporations/
Section/
stock/
Substantially disproportionate/
taxation (federal)/
Registration/
Religious corporations, authority to create and issue shares/
Rent payment by corporate tenants/
Reorganizations/
power to issue/
Replevin/
Repurchase/
agreements, , , /
burden of proof/
employment compensation plans/
enforcement, -/
evidence/
rescission/
statute of frauds/
articles or certificate of incorporation provisions/
directors, powers/
employee-held shares/
power to repurchase/
procedure/
right to compel/
shareholders’ powers/
consent to repurchase, necessity/
remedies to prevent repurchase/
suits/
sinking funds/
termination of corporate employment/
Restrictive stock transfers, /
Resulting trusts/
Reverse splits/
Rights/
Sales/
Scrip in lieu of issuance/
Section /
active business requirement/
definitions/
loss limits/
ordinary loss treatment/
transfer of/
Securities entitlements/
Securities for money, distinctions/
Security interests, perfection/
Seizure by government/
Series of shares/
Shareholders’ powers, authorization and consent/
Shares of stock as securities, UCC Article /
Sinking funds for redemption/
Situs/
attachment proceedings, /
execution proceedings/
Splits in stock/
dividends of stock, distinction/
effect/
Spouses/
State capital, distinctions/
Statute of frauds, applicability property interests in stock/
sales of stock/
Stolen certificates/
Street name/
Survivorship rights/
Taxation/
assessment and valuation/
Capital stock, double taxation/
double taxation, capital stock/
double taxation, corporation and holder of stock/
national banks/
situs of shares/
stock subject to/
Testamentary dispositions/
Title/
attachment of stock, effect, /
contracts for sale or purchase of stock/
evidence, /
execution against stock, effect/
garnishment of stock, effect/
gifts of stock, transfer and vesting of title/
parol evidence/
pledged stock, , /
quiet title actions/
spouses/
Transfer restrictions/
Transfers/
excise taxes/
Treasury stock/
classification/
consideration/
definition and distinctions/
outstanding stock, distinctions/
preemptive rights/
Trustees/
appraisal rights/
Trusts/
Unauthorized issuance/
defense to shareholders’ statutory liability/
ratification/
Uncertificated stocks, /
Unissued stock/
acquisition of own stock by corporation, effect/
cancellation/
pledge as security for corporate debts/
preemptive rights/
reacquisition of stock, effect/
sales/
Validity of issuance/
certificates of stock as evidence/
estoppel to deny/
Valuation/
appellate review/
appraisal proceedings, , -/
asset value/
book value/
changes in value, authority to make/
closely held corporations/
consideration/
converted stock/
court determination/
date of determination/
depreciation in value/
discount/
dissolution/
buy-out/
evidence of book value/
fair value, /
floor value/
good will/
investment value/
judicial review/
jury determination/
marital property/
market value, /
mergers, statutory appraisal/
misappropriated stock/
net asset value/
proof/
tax benefits/
transfer restrictions/
weighted average/
Vested remainders/
Voting/
canceled stock/
corporation held stock, -/
cumulative, -/
fractional shares/
persons entitled to vote, -/
proxy voting, -/
Warrants/
Wartime seizures/
Water companies/
Wife and husband/
pledges of stock/
title/
Wills, succession of stock options to purchase/
STOCK AND BOND BROKERAGE/
See Classification of Corporations;/
Purposes of Incorporation;/
Stockbrokers/
STOCKBROKERS/
See also Brokerage Businesses;/
Brokers/
Appraisal rights/
Broker-customer relationship/
Civil liability/
Clearing corporation, accounts/
Defaults by customer/
Indirectly held stock/
Liability/
National Association of Security Dealers/
New York Stock Exchange, rules and regulations/
Pledged stock, right to repledge/
Profits, accounting to customers/
Statute of frauds, applicability to transactions/
statute of frauds, applicability to transactions/
STOCK CLEARING CORPORATION/
See Transfers of Stock/
STOCK CORPORATION/
See Classification of Corporations/
STOCK DIVIDENDS/
See Dividends/
STOCK EXCHANGES/
See also New York Stock Exchange/
STOCKHOLDERS’ SUITS/
See Shareholders’ Derivative/
Actions; Shareholders’ Direct Actions/
STOCKJOBBING/
STOCK OPTIONS/
See also Repurchase Agreements Acceptance/
Application/
Arbitration/
Assignability/
Backdating/
Breach, recovery of damages/
Call options/
Compensation, officers/
Consideration/
sufficiency/
Consolidations/
Construction, /
Contractual obligations/
Damages for breach/
Death of party, effect/
Default in performance/
Deferred compensation/
Directors’ fiduciary duty to holders/
Duration/
Employees/
antitakeover device/
dilutive effect/
fairness/
fraud/
preemptive rights/
registration/
Securities Act of/
Securities Exchange Act/
taxation/
termination of employment/
Estate succession/
Estoppel/
Expiration/
Forfeiture clauses/
Insider trading/
Interpretation, rules/
Mergers/
Notice of exercise/
Payments for stock/
Performance/
Preemptive rights/
distinction/
employee stock purchase plans/
Purpose/
issuance/
Put options/
Ratification/
Reasonableness/
Reformation of contracts/
Registration of shares with SEC merger transactions/
Right of first refusal distinguished/
Right to exercise/
Securities Act of , registration/
Shareholder approval/
Statute of frauds, applicability/
Straddle options/
Suicide, effect on rights/
Taxation/
Termination/
Terms/
Time of performance/
Title/
Trust instruments/
Unexercised options/
Validity/
Waiver/
Warrants/
Waste/
Wills/
STOCK PURCHASE WARRANTS/
Bonds, classification/
Dividends of stock, effect on warrant holders/
Holders/
Mergers, effect on warrantholders/
Stock subscription warrants/
Underwriter, registration of warrants/
STOCK SPLITS/
Dividends of stock, distinction/
Effect/
Issuance of stock as including stock splits/
STOCK TRANSFER AGENTS/
See Transfer Agents/
STOCK TRANSFER BOOKS/
See Transfers of Stock/
STOLEN BONDS/
STOLEN CERTIFICATES OF STOCK/
STRADDLE OPTIONS/
See Stock Options/
STREET CERTIFICATES/
STREET FRANCHISES/
STREET RAILROAD COMPANIES/
See also Railroads and Railroad Companies/
Leases, power to make/
Mortgage of after-acquired property/
Mortgages and deeds of trust, /
Powers/
Use of streets, municipal consent/
STREET USE/
Municipal consent/
Permit, secondary franchise/
STRICT FORECLOSURE/
STRICT LIABILITY/
Products liability/
alternative liability/
assumption of risk/
damages/
defective products/
distributor’s duties/
enterprise liability/
joint liability/
limitation period/
manufacturer’s liability/
market share liability/
misuse of product/
producer’s duties/
proof of claim/
sellers’ liability/
warnings/
STRIKES/
See Employees; Labor Unions/
SUBORDINATE AGENTS AND EMPLOYEES/
See Agents/
SUBORDINATION AGREEMENTS OF CREDITORS/
See Bankruptcy; Receivers/
SUBPOENA DUCES TECUM/
See Books and Records; Inspection of Books and Records/
SUBROGATION/
See Creditors/
SUBSCRIBING WITNESSES/
See Execution of Corporate Instruments/
SUBSCRIPTIONS/
See Bonds, Debentures, Coupons and Certificates; Business Trusts; Subscriptions to Stock/
SUBSCRIPTIONS TO STOCK/
See also Assessments on Fully-Paid Stock; Shareholders’ Liability to Creditors for Unpaid
Subscriptions; Watered Stock/
Abandonment of corporate enterprise/
lease of corporate property/
part of enterprise/
question of fact/
railroad companies/
temporary abandonment/
Abrogation by subsequent agreement/
Acceptance/
filing of articles of incorporation, effect/
presumption/
Actions by corporations against subscribers/
after forfeiture or sale/
corporate creditors, existence/
counterclaims/
distinguished from action to recover on watered stock/
notes given for subscriptions/
purchase of stock distinguished from subscriptions/
rules/
setoffs/
Agents, -/
subscribers/
Agreements, nature/
Amendment of charter/
Amount required for incorporation or transacting business/
calls, validity of/
charter provisions/
commencement of business of corporation distinguished/
enforcement of subscription/
estoppel/
implied conditions/
legal disability of subscriber/
Amount required for incorporation or transacting business/
oral subscriptions/
personal liability to creditors if not fully subscribed/
subscription agreement conditions/
subscriptions counted/
Attachment, enforcement of liability/
Attorneys, authority to contract/
Authority of agents or officers to make special terms/
Authority to receive attorneys/
commissioners/
estoppel to deny authority/
extent of agent’s authority/
general rules/
incorporators, -/
notice of time to receive subscriptions/
ratification, -/
rejection of subscriptions/
termination of agent’s authority/
want of authority, -/
Blue sky laws application/
failure to obtain permit/
requirements/
Bonds, subscriptions paid by/
Breach, remedies/
Calls/
amount/
assessments as synonymous/
conflicts of law/
contents of notice of payment/
courts, power to make/
definition/
demand for payment, -/
directors, , /
enforcement/
equality/
estoppel to object to irregularities/
evidence/
formalities/
form of notice of payment/
illegality, /
irregularities/
length of notice of payment/
mandamus, compelling enforcement/
method for giving notice of payment/
methods of making/
necessity, -/
creditor’s suit to enforce shareholders’ liability/
note, effect of subscriber giving/
notice and demand for payment, necessity/
notices, , -/
officers/
partial invalidity/
payments, /
penalties for nonpayment/
persons who may make/
power to make/
proof/
purposes, /
resolution of directors/
shareholders, /
time for making/
time of payment not fixed/
time when payable/
unauthorized calls/
uniformity/
partial/
waiver, /
Cancellation of subscription/
compliance with provisions as to cancellation/
subsequent agreements/
Carrying on business/
Charter/
conditions/
false representations/
part of stock subscription contract/
payments as conditions precedent/
powers/
requirements/
violation/
Classes/
Commissioners, procurement as part of organization/
Conditional subscriptions/
conditional delivery distinguished/
conditions subsequent/
distinguished/
Conditions subsequent/
conditions precedent distinguished/
Conflicts of law/
Consideration/
acceptance by corporation/
illegality/
mutuality/
seals/
subscription before incorporation/
Consolidations/
assenting shareholders’ duties/
Constitutional provisions, violation/
Construction, -,-/
Contract/
acceptance/
corresponding to offer/
persons who may accept for corporation/
time for acceptance/
what constitutes/
acknowledgment/
acts of parties, construction according to/
after incorporation/
allotment of shares/
amount agreed to be paid/
application for shares/
between individuals distinguished/
certainty/
charter as part of stock subscription contract/
charter requirements/
clauses/
consideration/
construction/
damages for breach, subscriber’s right of action/
defined/
definiteness/
directory provisions/
execution/
executory/
existing corporations/
express agreements/
form, -/
formalities/
formation/
future subscriptions/
general laws as part of contract/
implied agreements/
implied provisions/
incomplete subscriptions/
incorporation of other papers by reference, /
indemnification provision/
irrevocability of subscription/
limitations among subscribers/
mistake, -/
mutual assent/
necessity/
notice of acceptance/
number of shares/
offer/
oral modification/
particular shares subscribed for, right to/
parties/
payments/
postincorporation/
promise to pay/
quasi-municipal corporations/
question of law, construction as/
reference to other papers, /
rejection of offer/
reservation of right to reject or revoke/
rules of interpretation/
severability of provisions/
signatures/
signing subscription book or list/
statute of frauds/
subscriber’s liability/
written subscription, necessity/
Corporation subscribing to own stock/
Corporation subscribing to stock of another corporation/
Counterclaims by corporation/
Death of subscriber/
De facto consolidation of corporation/
Defaults in payment/
collection of amount owed/
rescission of agreement/
sale of shares/
Defenses to enforcement/
abandonment of enterprise/
actions on promissory note/
agreements/
agreement not to enforce subscription/
other subscribers, agreement with/
other subscribers or shareholders, agreement among/
third persons, agreement/
between subscribers and/
alteration of written subscription/
assignment of subscription/
bylaws, objections to/
calls/
calls made after expiration of limitations period/
capital stock, amount not fixed and certain/
certificate of stock, failure or refusal to issue/
certificate of stock, irregularity/
charter, acts authorized by/
charter, forfeiture/
collection of unpaid subscriptions, necessity/
commencement of action, delay in/
commencement of business, delay of/
commencement of limitations period/
conditions subsequent in charter, violations of/
conflicts of law, statute of limitations/
consideration, inadequacy/
corporate existence, want of/
corporation seeking to enforce subscription/
creditor seeking to enforce subscription/
de facto corporations/
defects in organization of corporation/
defenses available/
delay in making calls/
delinquent subscribers, failure to proceed against/
different corporation than that contemplated, creation of/
discharge in bankruptcy/
diversion of corporate assets/
election of officers, ineligibility or irregularity in/
estoppel to set up defenses/
fees, failure to pay/
franchise, nonuse of corporate/
fraud/
general law, acts authorized by/
general law, violations of/
illegal acts of corporation/
illegal subscription/
incapacity of subscriber/
interruption of running of statute of limitations/
issuance of stock, want of power/
law, acts authorized by/
law, violations of/
marshaling assets and liabilities/
mistake/
name of corporation, variance/
nonresident subscribers, statute of limitations/
officers, ineligibility or irregularity in election of/
oral subscription/
organization fees, failure to pay/
organization of corporation, defects in/
other subscribers, nonpayment by/
payment by other subscribers, lack of/
payments/
pleading of defenses/
preincorporation subscriptions/
prescription of payment, effect on statute of limitations/
presumption of payment, effect on statute of limitations/
purpose for which money collected/
releases/
securities acts/
special agreement with other subscribers/
statutes, noncompliance/
stock, inability to deliver or issue/
stock fully paid/
transfer of stock/
ultra vires acts of corporation/
unsigned subscription/
unwritten subscription/
voting trust, failure to establish/
waiver of defenses/
written subscription, alteration of/
Definition/
Delivery of subscriptions agents of corporation/
conditional delivery/
promoters/
Discharge in bankruptcy/
Discharge of subscribers, ,/
abandonment of corporate enterprise/
acquiescence of subscriber to amendment of charter/
acts or omissions of corporation/
alterations of charter/
alterations of written agreement/
amendment of charter, -/
bylaws, irregularity/
calls, /
capital stock, increase or reduction of/
conditions precedent, nonperformance of/
conditions subsequent, nonperformance of/
death of subscriber/
delay in commencing operations/
delay in making calls/
different corporation, formation of/
discharge in bankruptcy/
election of officers, irregularity or illegality/
estoppel/
formation of different corporation/
illegal acts of corporation/
immaterial amendment of charter/
ineffective amendment of charter/
insanity of subscriber/
law/
name of corporation, change/
noncompliance with charter or general law/
nonpayment by other subscribers/
nonperformance of conditions/
nonuser of corporate franchises/
omissions to comply with charter or general law/
payment by third persons/
payments/
pendency of ouster proceedings/
receivership/
release of other subscribers/
special agreements with other subscribers/
special terms, nonperformance of/
time of amendment of charter/
transfer of subscription/
ultra vires acts by corporation/
Distinguished from other transactions/
Dividend distribution rights, trust beneficiaries, apportionment of rights/
Doing business in state, , /
Employment contracts distinguished/
Enforcement/
Estoppel/
conditional delivery of subscription, showing of/
conditions as basis/
conditions precedent, reliance on nonperformance of/
corporation/
denial of subscription/
discharge, reliance on/
other shareholders/
release, reliance on/
subscribers, /
validity of subscription, denial of/
Fictitious subscriptions/
doing business, /
requirements for admission to transact business/
right of state to enforce liability of shareholders/
Forfeiture or sale of shares/
abandonment of proceedings/
bylaws authorizing/
charter authority of corporation/
declaration of forfeiture/
default of shareholder as condition precedent/
defense to actions to enforce/
definitions/
estoppel to attack/
forfeiture distinguished from sale/
former owners rights/
irregularities/
notice/
place of sale/
power of corporation, -/
procedures/
purchasers/
purchasers’ rights/
sale distinguished from forfeiture/
shareholders’ liability to creditors/
statutory power of corporation/
suit by corporation after forfeiture or sale/
unauthorized forfeitures or sales/
Fraud or false representations, /
action for deceit/
assets of corporation/
value/
authority of persons making/
representations/
authorized statements/
bylaws/
capital stock/
charters/
committees/
concealment of material facts, -/
corporate property/
corporate statements/
cost of corporate property, /
determining fraud/
deterrent, representation as/
directors/
dividends/
effect/
evidence/
extent of belief in representations/
foreign laws, misrepresentations/
form of fraudulent representations/
future earnings/
future events, -/
improbability of representations/
incorporators to receive subscriptions/
indirect representations, right to rely on/
injury, necessity/
intent to deceive/
knowledge of falsity/
lapse of time between representation and subscription/
laws, misrepresentations/
material facts, ,-/
material inducement distinguished from sole inducement/
nature of fraudulent representations, -/
nonassessability of stock/
object of corporation/
officers, right to rely on representations of/
opinions/
oral representations/
post-subscription representations/
misrepresentations/
predictions/
promises/
promoters, ,/
prospectus/
public statements/
question of fact/
railroad stock/
reckless statements made without knowledge/
reliance/
remedies of subscribers/
reports/
rescission, , , -/
right to rely/
source of representations given to subscriber/
stock of corporation/
subscription agreements, /
suppression of material facts/
time of falsity of statement/
unauthorized statements/
value of corporate assets/
voidability of subscription/
Future subscriptions/
Garnishment, enforcement of liability/
Guaranty as equivalent of subscription/
Illegal subscriptions/
blue sky laws, violations/
conflicts of law/
creditors/
defense, actions to enforce/
shareholders’ liability to creditors/
effect/
illegal corporation/
illegality of consideration/
incapacity of subscriber/
partial illegality/
promotion of breach of duty by corporate officer/
recovery of money paid/
rescission/
suspension of corporate powers, subscription after/
Implied conditions/
Implied provisions/
Incomplete subscriptions/
Incorporators/
Increase of stock/
Indemnification provision in agreement/
Infants/
Injunction against breach/
Insanity of subscriber/
Insolvent corporations, rescission action for deceit/
after declared insolvency/
before actual or declared insolvency/
before declared, but after actual, insolvency/
creditors, actions against, /
creditors, participation or knowledge/
debt at time of subscription/
estoppel/
laches of subscriber/
participation by subscriber in fraud/
representative of creditors bringing action/
rules applicable against other shareholders/
statutory liability of subscriber/
Insolvent persons/
Interest, /
Invalid conditions/
Irresponsible persons/
Law governing/
Lease of corporate property/
Liquidated damages, nonpayment/
Loans to corporation distinguished/
Mergers/
assenting shareholders’ duties/
Minority shareholders, remedy for refusal to call unpaid subscriptions/
Mistake/
failure to read or understand subscription/
mistake of law/
mistake of one party only/
Model Business Corporation Acts calls for payment, uniformity/
defaults in payment/
enforcement/
payment terms/
postincorporation subscriptions/
revocability of subscriptions, /
Municipal corporations, ,/
Nature/
Nominal subscriptions/
Notice of performance/
Officers/
Option to purchase distinguished/
Oral conditions/
Oral stipulations to written agreement/
Oral subscriptions/
Organization of corporation/
subscription as necessary/
Oversubscription/
Parol evidence, proof, -/
Partners/
Payments agents/
agreement of subscription/
bylaw conditions, waiver/
calls/
charter provisions/
checks/
defaults/
collection of amount owed/
rescission of agreement/
sale of shares/
deferred payment plan/
discharge/
estoppel of subscriber by subsequent acts/
medium/
nonpayment/
calls/
charter provisions making subscription void/
commencement of business, payment required before/
de facto existence of corporation/
incorporators/
liquidated damages/
payment required before commencement of business/
payments not required by statute or charter/
payments required by statute or charter/
penalties/
statutory provisions making subscription void/
subsequent statute curing failure/
notes/
personal liability of shareholders for corporate debts/
release/
third persons/
time of payment/
Performance, -/
Postincorporation/
Postincorporation changes, alterations of charter/
Power of corporation to subscribe, other corporations/
Preincorporation financing/
Preincorporation subscriptions/
acceptance of subscription/
agents, agreement to pay/
blue sky laws/
changes/
capital stock/
duration of corporate life/
estoppel of subscriber of right to object/
place of business/
place of creation/
type of association/
waiver by subscriber of right to object/
consideration/
contract between subscribers/
creation of corporation, effect/
effect/
formation of different corporation/
general rules/
offer, continuing/
omissions in incorporation papers/
partnership agreement/
Securities Act of/
Preincorporation subscriptions/
special statutes, incorporating under/
trustees, agreement to pay/
withdrawal of subscription/
Promissory notes distinguished/
Promoters/
fraudulent misrepresentations/
liability/
Proof/
admissions/
amount of subscriptions/
burden of proof/
call, making of/
certificate of incorporation/
charter/
computations/
conditions precedent, parol evidence/
conditions subsequent, parol evidence/
conduct of alleged subscriber/
corporate books or records/
declarations/
documentary evidence/
hearsay/
identity of subscribers/
incorporation papers/
loans distinguished from subscriptions/
negative evidence, corporate books and records/
newspaper statements, hearsay/
officers’ declarations/
other contracts, recitals/
parol evidence, -/
presumptions/
promoters’ declarations/
recitals in other contracts/
secondary evidence/
subscriber’s conduct/
subscription books, agreements, and papers/
subscriptions distinguished from loans/
summaries/
total subscriptions/
Prospectus, fraud/
Purchase of stock distinguished, ,/
Quasi-municipal corporations/
Railroad companies/
Ratification/
corporation/
special terms/
Receivership/
Redemption/
Rejection of subscriptions, reservation of power/
Release/
agents/
board of directors/
charters prohibiting/
compromise/
conflicts of law/
consideration/
contents/
corporation and released subscriber, as between/
creditors/
directors/
form/
liability on unpaid subscriptions/
officers/
other subscribers, validity against/
part of subscribers/
payments/
prohibition by statute or charter, -/
promoters/
purchase by corporation of own shares/
question of fact/
shareholders/
shareholders, against/
statutes prohibiting, -/
substitution of subscriber/
time of effectiveness/
validity/
withdrawal of capital/
Remedies of corporation/
actions by trustees in bankruptcy/
proof of fraud by subscriber/
Remedies of subscribers/
abandonment of subscription/
action to recover money paid/
certificate of stock, refusal of corporation to issue, ;/
conversion/
counterclaims for damages/
damages, -/
breach of contract/
defenses/
fraud as defense/
individuals, actions against/
laches/
mandamus/
measure of damages/
promoters, action against/
recovery of money paid, , /
rescission/
waiver/
Repurchase agreements, ,, /
Rescission/
agent of subscriber ratifying/
between shareholders/
cause of delay, laches/
form/
holders of subscription notes/
illegal issuance of stock/
intention to rescind affecting waiver or ratification/
intent to deceive/
issuance of stock, illegality/
knowledge of fraud, laches/
laches, -/
length of delay, laches/
limitations/
necessity/
notice/
pecuniary loss/
ratification as bar, -/
remedies of subscribers/
removal of subscriber’s name from books/
right, subscribers’, -/
status quo, restoration of/
subscribers, acts/
suit in equity/
Revocation/
after acceptance of subscription/
before acceptance of subscription/
evidence to show/
notice/
recovery of payments/
subscriptions under seal/
withdrawal/
Right to subscribe, /
Sale of shares distinguished/
Secret special terms/
Securities Act of/
violations/
violations/
Separate contemporaneous instruments/
Setoffs by corporation/
Shareholders’ liability, irregularities in subscription as defense to action to enforce/
Signatures/
Signing/
incorporation papers as requisite/
subscription, necessity/
subscription book or list as requisite/
Special terms/
validity/
Statute of frauds/
Statutory conditions/
Statutory powers/
Statutory requirements/
acknowledgment/
payments as conditions precedent/
signed subscription, necessity/
signing subscription book or list/
substantial compliance/
violations/
written subscription, necessity/
Stipulations as to payments/
Stock already issued, effect/
Subscribers/
admissions, proof/
aliens/
commissioners/
conduct, proof/
contract limitations among subscribers/
corporations/
another corporation, subscription to stock of/
own stock, subscribing to/
subscription to own stock/
death/
declarations, proof/
de facto corporations, liability/
deferred payment plan/
discharge/
estoppel/
executors/
general rules/
guardians/
incorporators/
infants/
insanity/
insolvent persons/
interest, liability/
interest payments on subscriptions/
irresponsible persons/
legal disability/
liability/
limitations/
municipal corporations, ,/
nonresidents/
officers of corporation/
particular shares subscribed for, right to/
partners, /
penalties for nonpayment of calls/
personal liability of agents/
persons eligible/
promoters, /
quasi-municipal corporations/
release/
part of subscribers/
remedies/
rights/
right to subscribe/
shareholders/
signatures, initials/
soliciting agents/
states/
transfers, -/
trustees/
waiver, calls/
Subsequent agreements/
Surrender of stock, ,/
Syndicate agreements distinguished/
Time for performance/
Time of payment/
Transfers/
before making of necessary call/
corporations, -/
form/
release/
subscribers, -/
subscriptions pledged to third persons/
Trust beneficiaries, dividend distributions, apportionment of rights/
Trustees/
application/
setoff by shareholders, balance due on stock/
Underwriting agreements distinguished/
Unpaid bond subscription distinguished/
Unpaid subscriptions/
at law distinguished from in equity/
blue sky laws, compliance/
calls, necessity/
certificate of stock, issuance or tender, -/
complaints/
contract or charter requirements/
counterclaims by subscribers/
defendants/
evidence/
express promise to pay, -/
forfeiture/
implied promise to pay/
in equity distinguished from in law/
joinder of two or more subscribers as defendants/
lien on stock/
parol evidence/
plaintiffs/
preferred stock/
sale of stock distinguished from subscriptions/
setoffs by subscribers/
splitting cause of action/
venue/
Valid conditions, effect/
Validity, ,/
Waivers, -/
calls/
delivery of notes in payment/
part payment of subscription/
proof of other subscriptions/
subsequent agreements/
want of knowledge of subscriber/
withdrawal, -/
Warrants/
Watered stock, effect/
Withdrawal/
evidence to show/
other subscriptions/
recovery of payments/
revocation/
some subscribers/
waiver, -/
Written subscription, necessity, /
SUBSIDIARY COMPANIES/
Taxation generally/
SUCCESSOR CORPORATIONS/
See also Mergers and Consolidations Actions/
complaints, name of corporation/
Continuation of business/
Continuation theory/
contracts/
Contracts/
Corporate analysis, successor liability/
Criminal liability/
De facto corporations, criminal/
liability for acts of predecessor/
De facto mergers/
Discrimination, employment/
Employment discrimination, claims/
Entity distinction/
Implied assumption of liability/
Jurisdiction/
continuation theory/
in personam/
predecessor’s contacts with forum as basis/
Liability/
continuation theory, /
criminal/
employment discrimination/
environmental, , /
ERISA violations/
evidence/
flow-through criminal liability/
predecessor’s obligations/
products liability, /
punitive damages/
torts/
Pensions/
Products liability/
duty to warn/
indemnification/
Products liability/
product line theory, /
punitive damages/
Remedial successorship/
Service of process, officers or agents/
Successor doctrine, employment discrimination/
Tax, unemployment/
Torts/
indemnification/
products liability/
Unemployment compensation tax/
SUCCESSOR LIABILITY/
See Successor Corporations/
SUMMONS AND PROCESS/
SUPERINTENDENT OF BANKS/
See Receivers/
SUPERINTENDENTS/
Service of process/
SUPERSEDEAS/
See Appeals/
SUPERVISORS/
Service of process/
SUPPLEMENTAL PLEADINGS/
See Pleadings/
SUPPLEMENTARY/
PROCEEDINGS/
Abatement of order/
Collateral character of proceedings/
Exhaustion of legal remedies as prerequisite/
SUPPLEMENTARY/
Independent proceedings, nature/
New York statutory provisions/
Procedure/
Purpose/
Purposes for which allowed/
Receivers, appointments/
Right to maintain/
Transfer of property by debtor/
Vacation of order/
Valid judgment as essential/
SURETYSHIP AND GUARANTY/
See also Fidelity Bonds; Officers and Agents/
Agreement of bank to indemnify, power to guaranty liability of other banks/
Bonds, /
creating estoppel to deny corporate existence/
Contracts, construction/
Debentures/
Determination of power of company/
Estoppel to deny existence of/
corporation for which surety/
Execution, guaranty contracts/
Express power/
Federal government/
Guaranty of securities of another corporation/
Implied powers/
advancement of business for purpose/
banking corporation/
contracts for benefit of officers, agents, employees or shareholders/
corporations controlled by guarantor/
extent/
furtherance of business/
general rule/
increase of business for purpose/
irrigation companies/
land companies/
mercantile company/
national banks/
part of business/
pleading/
procedure/
protection of debts or payment of debts/
railroad companies/
securities sold or transferred by guarantor/
subsidiaries’ debts or obligations, guaranty/
taxation, contracts for benefit of officers, agents, employees or shareholders/
trading companies/
trust company/
Insolvent corporations, setoff rights, /
Loan of credit, power to make/
Losses of another bank/
Nature of companies/
Payment of acceptances of drafts/
Preferential transfers/
Bankruptcy Code provisions, , /
federal government as creditor/
insiders/
priority status/
Proof, guaranty contracts/
Receivers, right to obtain appointment/
Savings banks/
Self-protection/
Setoffs against insolvent corporations, /
Shareholder’s liability to creditors as surety/
Ultra vires/
executory contracts of suretyship/
right of surety to raise/
SURFACE TRANSPORTATION BOARD/
Bond issue, consent/
Judicial review/
parallel or competing lines/
Rate regulations, antitrust laws/
Regulation of corporations/
Transportation carriers/
SURPLUS/
See also Property; Real Property Foreclosure of mortgages, distribution of proceeds/
Loans by corporation/
Power of corporation to use/
SURVIVAL OF ACTIONS/
Antitrust laws, actions for damages/
SURVIVING SPOUSES/
Liability to creditor for unpaid subscription to stock/
SUSPENSIONS/
Actions, litigation during and after suspension/
Judgment for corporation/
suspension for nonpayment of taxes/
Jurisdictional issues, , /
Nonpayment of taxes/
Service of process/
Subscriptions to stock after suspension/
SYNDICATE AGREEMENTS/
Underwriting agreements distinguished/
SYNDICATES/
TAKEOVERS/
All holders rule/
Amendment of charter documents/
Antitakeover measures/
directors’ duties/
injunctive relief/
statutes/
Antitrust claims, /
Asset-lockups/
Auctioning of firm, management’s duties/
Auctions/
Best price rule/
Blue sky laws/
auctioning firm/
defensive methods/
lock-up options/
Unocal test/
white knights/
Commerce Clause/
Defense mechanisms/
Directors/
antitakeover measures/
duties to nonshareholder constituencies/
Employee stock option plan, adoption of/
Financing disclosure/
Fraud/
Golden parachutes/
Greenmail, /
Informed decisions, board’s duty/
Injunctive relief/
Junk bonds/
Lock-ups/
Misrepresentations or omissions/
Model State Control Share Act/
Nonshareholder constituencies/
Poison pills/
blank shares/
conversion rights/
flip-over rights/
preferred shares/
Regulations, acquisitions by corporation/
Reporting requirements, Schedule D/
Schedule D/
Securities laws/
Self-tender offers/
Take-overs/
Target management’s duties/
auctioning firm/
defensive methods/
defensive methods, informed decisions, board’s duty/
lock-up options/
Unocal test/
white knights/
Unocal test/
White knights/
Williams Act, /
TAKING OF PRIVATE PROPERTY/
See Eminent Domain; Governmental Control/
TAXATION Generally, /
See Excise Taxes; Foreign Corporations; Sales Tax; Taxation (Federal); Taxation (State); Use Tax/
Ad valorem/
Collection/
Corporate bonds/
Corporations/
Director liability/
Employment/
Equality of/
Estoppel to attack/
Exemptions/
generally/
capital gain exclusion/
cemetery companies/
charitable and benevolent corporations/
commencement and duration/
construction as to existence or extent/
corporations exempted/
educational corporations/
especialprivileges’’ /
exempt property ownership/
exempt property use/
franchises/
property, income or receipts nontaxable/
fraternal organizations/
hospitals/
nature of/
power to grant/
property leased by or to exempt corporations/
qualification for/
religious organizations/
revocation/
sale for resale/
sales and use tax generally/
certain taxpayers/
occasional sales/
taxes covered by/
tax-free rollovers/
transfer/
Failure to pay, penalties/
Franchises/
generally/
assessment, valuation/
capital/
capital, term definitions/
capitalized earnings/
capital stock, authorized vs/
outstanding/
capital stock, capital valuation/
capital stock, capital valuation deductions/
corporations subject to/
double taxation/
excise vs property tax/
gross receipts/
liability, commencement and termination/
measure or amount of tax/
net income generally/
net worth/
no par value stock computation/
property, income or receipts nontaxable/
property, income or receipts taxed once/
special franchises/
types/
Illegal, remedies/
Manufacturing companies/
Method of/
Multistate Tax Compact/
Officer liability/
Oil and gas companies/
Parent, subsidiary companies/
Power to tax corporations/
Property, see Property Railroad companies/
Securities held by corporations/
Shareholders/
Software/
Telecommunication companies/
Types generally/
Uniformity clause/
Utility companies/
TAXATION (FEDERAL)/
See Capitalization; Liquidation, taxation (federal); Redemptions of stock/
Accounting methods/
Accumulated earnings tax/
Banks/
Bearer bonds/
Bond registration/
Closely-held corporations/
Corporate entity/
basic model of/
capitalization/
disregard of corporation’s existence/
double taxation/
entities subject to/
noncorporate entities taxed as corporations/
tax advantages/
tax disadvantages/
Corporate income and losses/
Corporate income tax rates/
Corporate losses/
Directors/
liability, /
Dissolution of corporations priority in distribution/
setoff rights/
Employee stock option plans/
Evidence, production of tax documents/
Executive compensation golden parachutes/
stock options/
Investment companies, regulated/
IRS summons requesting records and documents/
Liability, officers and directors/
Life insurance companies/
Liquidation complete/
generally/
corporation effects/
deductions/
double taxation/
gain or loss computation/
income/
installment obligations/
liquidation-reincorporation doctrine/
loss recognition limits/
property received basis/
shareholders, effects on/
partial/
Subsidiary/
Officers/
liability, /
Organizational expenditures/
Parent and subsidiary, mergers/
Personal holding company tax/
Personal service corporations/
Preferred stock/
Production of documents, nonpossession as defense to IRS application/
Purchase and sale of stock/
transfer restrictions, effect/
Real estate investment trusts/
Return-filing requirements/
S corporations/
shareholder liability for debts/
Severance benefits, golden parachutes/
Specially-taxed corporations/
State entities/
Stock options/
Stock options backdating/
Stock transfer restrictions, effect/
Taxable year/
Tax-exempt corporations/
Tax records, production/
Tax Reform Act of /
TAXATION (STATE)/
Alter ego corporations/
Amendment or repeal of articles of incorporation, reservation of power to increase or modify
taxes/
Apportionment principle, foreign corporations/
Aviation fuel/
Avoidance, reincorporation/
Business trusts/
Capital stock or capital employed in state/
Charitable donations, deductibility, /
Charter amendments, foreign corporations/
Claims for taxes, priorities and payment/
Consolidations/
corporation’s rights/
Constitutional issues/
Cooperatives/
Criminal liability/
Deductions/
guarantors, bankrupt corporation/
Discrimination between foreign corporations/
Dissolution/
failure to pay taxes/
trustees for winding up, liability/
Dividends/
Doing business, distinguished from doing business under process statutes/
Domestication statutes/
Double taxation/
franchise and capital stock taxes/
Eminent domain distinguished/
Equal protection/
Evidence, production of tax documents/
Exemptions/
Exports/
Expulsion of foreign corporation for failure to pay/
Federal agencies, state taxation/
Federal entities, Constitutional law/
Federal limitation on state taxation/
Federal securities/
Foreclosure of mortgages, default in payment of taxes/
admission/
apportionment principle, , ,/
capital employed in state as basis/
capital stock/
commerce clause/
due process of law/
equal protection, /
exports and imports/
privileges and immunities/
deductions in computing, /
dividends, , , /
doing business in state, , -/
domestic and foreign corporations distinguished/
domestication/
double taxation/
entrance tax/
excise taxes/
expulsion for failure to pay/
franchise tax, , , /
discriminatory towards nonresidents/
equal protection/
validity/
gross premium tax/
gross receipts/
holding company/
income tax, -/
insurance companies, , , /
interstate air carriers, /
interstate business/
limitations on state taxation/
multinational corporations/
multiple taxation/
net income as measure/
parent companies/
privilege taxes/
property taxes/
recovery back of taxes/
retaliatory statutes, , /
sales tax/
subsidiary companies/
unitary business principle, , , , , ,/
use tax, collection/
valuation, unit rule/
Franchise taxes/
capital stock/
dissolution of corporations duty to pay/
failure to pay as grounds, /
failure to pay/
forfeiture for nonpayment/
imposed on interstate business/
no par stock/
provable claim in receivership proceedings/
unitary business/
affiliate corporations/
apportionment/
due process/
net income/
tax situs/
Fuel used by interstate carriers/
Gasoline tax/
Gross income or receipts taxes foreign corporation/
Gross receipts/
Imports/
Income/
generally/
apportionment/
computation and rates/
constitutional issues/
dividends/
nexus/
S corporations/
unitary businesses/
International Shoe doctrine/
Interstate air carriers as foreign corporations/
Interstate business/
Investment trusts/
Liability, officers and directors/
Mandamus, compelling payment/
McCarran Act/
Mergers/
Mortgages and deeds of trust, tax liens/
Multinational corporations/
Net-operating losses/
Parent and subsidiary corporations double taxation/
mergers/
Payment, /
Privilege dividend tax, foreign corporations/
Property taxes/
Receivership proceedings, proof of claims for taxes/
Retaliatory statutes, foreign corporations/
S corporations/
Shareholders/
derivative actions/
Situs/
Solicitation of orders in state/
Stock options/
Storage of fuel for interstate aircraft or vehicles/
Unemployment compensation experience rating/
Unitary business/
Unitary businesses/
retransfer of stock to owner/
TAX SALES/
Purchases of corporate property, shareholders/
TELECOMMUNICATIONS ACT OF /
TELECOMMUNICATIONS/
COMPANIES/
Equal protection/
Powers/
Taxation generally/
Telegraph companies foreign, taxation/
mortgage of after-acquired property/
negotiable instruments, powers/
powers/
taxation/
Telephone companies foreign, taxation/
mandamus to compel performance of duties/
TELECOMMUNICATIONS/
deeds of trust/
powers/
taxation of foreign corporations/
TELEGRAPH COMPANIES/
See Telecommunications Companies/
TELEPHONE COMPANIES/
See Telecommunications Companies/
TEMPORARY INJUNCTIONS/
See Injunctions/
TENANTS IN COMMON/
Real property/
TENDER/
See Certificates of Stock; Contracts/
TENDER OFFERS All holder rules/
Antitakeover statutes/
Antitrust claims/
Asset lockups/
Auctions/
Best price rule/
Blue sky laws/
auctioning firm/
defensive methods/
lock-up options/
white knights/
Commerce Clause/
Contractual agreement/
Control share acquisition statutes/
Defense tactics/
breach of fiduciary duty/
injunctive relief/
poison pill/
Defined/
Directors/
fiduciary duties/
increases in compensation/
False or misleading disclosures/
Fiduciary duty/
Financing, disclosure/
Fraud/
Generally/
Greenmail/
Injunctions/
Insider trading/
Lockups/
Market purchases/
Misrepresentations or omissions/
Model State Control Share Act/
Poison pills, /
Reporting requirements, Schedule D/
Secret complaints/
Securities laws, /
Self-tenders, , /
Target management’s duties/
auctioning firm/
defensive methods/
defensive methods, informed decisions, board’s duty/
lock-up options/
white knights/
Unclean hands/
Unocal test/
White knights/
Withdrawal of offer/
TENNESSEE/
TERRITORIAL CORPORATIONS/
See also Federal Corporations Domicile/
Foreign corporations, status/
Jurisdiction/
TESTAMENTARY TRUSTEES/
See Trustees/
TEXAS/
THEATRICAL COMPANIES/
TITLE/
See also Pledges; Property; Real Property; Stock Corporate title, proof/
Noncompliance of foreign corporation as affecting its title/
Receivers, possession of property, effect of receivership/
TITLE INSURANCE COMPANIES/
See Antitrust/
TOLL BRIDGE COMPANIES/
See Powers/
TORTS/
See also Agents; Directors; False Statements or Representations; Officers and Agents; Pleadings
Abuse of process/
Abusive language, liability/
Actions/
corporations/
venue/
Act of stock sales staff, liability/
Adoption of acts/
Affiliated corporations/
Agents/
liability for actions/
participation/
Aiding and abetting/
Animals, vicious/
Assault/
security guards, corporate liability/
Bailee, liability for torts/
Bank cashiers/
Banks, liability/
Battery/
Borrowed servant doctrine/
Breaches/
contract, /
duty by servants, liability/
special duty/
carriers of goods/
Breaking and entering dwelling, liability/
Carriers of goods, liability/
Carriers of passengers acts of agents/
assaults upon passengers/
duty to protect passengers or strangers, -/
liability/
torts of own servants/
imprisonment of passengers/
Choice of law/
Common-law liability of shareholders for debts/
Comparative negligence/
Competitive disparagement/
Complaints/
Complicity rule/
Comprehensive Environmental Response, Compensation and/
Liability Act (CERCLA)/
Conflict of laws/
Consolidations, liabilities of new or surviving corporations, /
liability affected/
Conspiracy/
Conspiracy, liability/
elements/
Contracts, interference or inducement of breach/
Conversion/
Copyright infringement/
Course of employment, defined/
Death on the High Seas Act/
Deceit/
deceptive sales practices/
De facto corporations, , /
Defamation/
Defenses/
collusion/
executive authority/
governmental control/
illegality of contracts/
justification/
limitation of liability for/
negligence, vessel owner’s liability/
negligence claims/
pari delicto/
probable cause, malicious prosecution/
public policy/
receivership/
shopkeeper’s privilege/
Defenses/
Directors/
participation/
Economic loss rule, /
Elevators or escalators, duty of care/
Employees/
conspiracy/
intracorporate conspiracy doctrine, /
injuries/
dual capacity doctrine/
dual employment doctrine/
emotional distress/
illegally employed minors/
intentional torts/
third party suits/
Exemplary damages/
common carriers/
False arrest/
shopkeeper’s privilege/
False imprisonment/
False return to writ, liability/
Federal Employers’ Liability Act/
Fraud/
applications of rules/
deceptive sales practices/
Harassment/
Health insurers, liability/
Health maintenance organizations, liability/
Hospital corporations, liability/
Hotels, liability/
swimming pool, operation of/
Independent contractors, inherently dangerous activities/
Inducing another corporation to breach contract, liability/
Infliction of emotional distress/
Inherently dangerous activities/
liability for acts of independent contractors/
Innkeepers, duty and liability/
Intentional torts/
abuse of process/
assault/
basis of liability/
battery/
civil conspiracy/
course of employment, basis of liability/
infliction of emotional distress/
invasion of privacy, employer’s liability/
liability/
malicious prosecution, /
outrageous conduct/
Interference with business relations/
mergers/
Interference with contractual relationships, , /
Interference with prospective economic relationships defamatory statements as basis for action/
liability/
Intracorporate conspiracy doctrine/
Invasion of privacy, /
directors/
employer’s liability/
officers/
Joint and several liability corporation and agents/
joint venture corporations/
Lanham Act, Trademark Revision Act/
Libel and slander/
corporate cause of action/
slander per se/
Limitations of liability/
negligence/
vessel owners/
Malice, liability/
Malpractice/
Manager of corporation, general powers of/
Meddlesome passengers, liability of carrier/
Mergers/
effect on liability/
interference with business relations/
liabilities of new or surviving corporations/
Misappropriation/
Misrepresentation, liability/
Motels, operation of swimming pool/
Negligence/
comparative fault/
defenses/
exculpatory clauses/
limitation of liability/
products liability/
Noncompliance by foreign corporation with qualifying statute liability/
right to redress affected/
Nonfeasance/
Nonprofit corporations, corporate entity as distinct/
Nuisance/
environment pollution liability/
liability/
Officers/
interference or inducement of breach of contracts/
participation/
Officers and agents conspiracy/
Outrageous conduct/
interference with prospective business/
liability of parent corporation for acts of subsidiary/
Patent infringement, liability for inducing/
Pleadings/
Pollution/
Pretended corporation, liability of members/
Prima facie tort/
Privacy, invasion/
Private membership clubs, operation of swimming pool/
Products liability/
alternative liability/
causes of action/
negligence/
strict liability/
crashworthiness doctrine/
damages/
defenses/
assumption of risk/
comparative negligence/
government contract specifications/
enhanced injury action/
joint liability/
limitation period/
manufacturers’ liability/
market share liability/
misuse of product/
negligence/
proof of claim/
sellers’ liability/
strict liability/
defective products/
producer’s and distributor’s duties/
warnings/
Proof of malice/
Public authority/
Punitive damages/
assault and battery/
assessment/
breach of contract/
common carriers/
complicity liability theory/
death by wrongful act/
equitable relief supporting/
false imprisonment/
governing or executive officers’/
acts/
libel/
negligence of agents or servants/
obstruction of public highway/
outrageous conduct/
proportionality rule/
slander/
torts for which allowable/
trespass on land/
wrongful death/
Railroad companies/
lessors’ liability/
Ratification/
Receivers/
employees, torts of/
liability/
preexisting torts/
Reorganizations/
liability affected/
torts of old company/
Resorts, operation of swimming pool/
Respondeat superior applicability/
detention for shoplifting/
Restatement of Agency, scope of employment/
Sale of business/
duty to warn/
indemnification/
products liability/
punitive damages/
Scope of authority, defined/
Servants, liability for actions/
Sexual harassment/
Shareholders/
acts of corporation, liability/
debts arising from wrongs, liability/
Shopping center leases, liability/
Slander/
Slander of title/
Special police officers, liability for acts/
Spurious certificates of deposit, liability of bank for sale by cashier/
Statutory provisions as to liability/
Strikes, liability for injuries/
duty to warn/
indemnification/
punitive damages/
Swimming pools/
Temporary agency/
Toxic torts/
Trade secrets/
Trespass/
Trover, liability/
Trustees of business trust, liability/
Ultra vires conduct/
Unfair competition/
Venue, multiple defendants/
Vicious animal, knowingly keeping/
Willful and wanton conduct/
Wrongful civil actions/
Wrongful death, liability/
Wrongful ejection of tenants, liability/
Wrongful foreclosure of mortgage, liability/
TOWNS/
TRADE/
See Torts/
TRADE ASSOCIATIONS/
Antitrust provisions/
Definition/
Foreign Trade Antitrust Improvements Act of/
Membership expulsion/
Realtors/
Webb-Pomerene Act/
TRADEMARKS/
See also Names/
Abandonment, /
Antitrust laws/
Competitive disparagement/
Corporate name, registration/
Generic terms/
Lanham Act/
arbitrary marks/
competitive disparagement/
fanciful marks/
functionality doctrine/
infringement of mark/
natural expansion doctrine/
scope of protection/
source or sponsorship test/
suggestive marks/
Payments for stock, trademarks as consideration/
Protection, type of goods/
TRADE NAME/
See Business Trusts; Names/
TRADE SECRETS/
Agents, duties/
Confidentiality/
Customer lists/
Directors/
duties/
Fiduciary duties/
Liability, damages/
Officers/
duties/
Tort liability for misappropriation/
Use or disclosure/
TRADING/
See Purposes of Incorporation; Trading Corporations/
TRADING CORPORATIONS/
Banking company stock, purchase/
TRADING STAMPS/
TRADING WITH THE ENEMY ACT/
Actions/
Transfer of stocks, powers to compel/
TRAFFIC/
Contracts, operations and transactions as doing business in the state, /
Solicitations by foreign carriers as doing business within process statute/
TRAMP CORPORATIONS/
See De Facto Corporations/
TRANSFER AGENTS/
Duties and liabilities/
Refusal to transfer, liability, /
Uniform Commercial Code, liability/
TRANSFER COMPANIES/
See Negotiable Instruments/
TRANSFERS OF STOCK/
Actions, conversion of stock/
transferee’s right of action/
Administrators, unauthorized transfer, /
Adverse claims/
bailees, agents, intermediaries/
nonprotected transferees/
protection from/
Agents/
Altered certificate, rights of bona fide purchaser from thief/
Articles of incorporation, restriction/
Assessment/
after transfer, liability of transferor/
full-paid stock/
value of shares, assessments beyond/
Assignments/
Assurances as to indorsements/
Authority to transfer, right to require evidence of/
Bailees/
Bankrupt corporation, criminal liability of officer or agent/
taking from bona fide purchaser/
Books of company business trust/
demand for registration/
form of books for registration/
gifts of stock/
manner of procuring/
necessity/
pledged stock, /
purpose of requirement/
recitals in stock certificates/
sufficiency/
Business trusts/
Buy-sell agreements/
Bylaws/
mode of transfer, bylaws regulating/
protection of corporation/
restriction/
Calls, liability/
between transferor and transferee/
full-paid stocks/
nonassessable stock/
watered stocks/
Care required of corporation/
C corporations, loss deductions/
Certificates/
restrictions, notice/
Charter provisions, compliance as necessary/
Common law/
Compelling transfers/
equity proceedings/
mandamus/
statutory remedies/
summary proceedings/
Conditions to registrations/
Conflicting claims to same stock, /
declaratory judgment/
interpleader/
Conflict of laws, Uniform Commercial Code/
Consent restrictions/
Consideration, inquiry into adequacy of/
Consideration for stock, rights and remedies of transferees and transferors/
Conversion of stock, transferee’s right of action/
Cooperative housing corporations, restrictions/
Corporation as trustee/
Criminal liability of officer or agent of bankrupt corporation/
Death of owner or transferor/
Uniform Transfer-on-Death Security Registration Act/
Declaratory judgments/
Delivery/
constructive delivery/
Depository Trust Company/
Designated person restrictions/
Directors/
restrictions, effect/
Dividends/
contract provisions/
setoffs against dividends, effect of transfer/
transferee’s rights/
transferor’s rights/
unregistered transfers, effect/
Dummy transferees/
Duress, wrongful transfer/
Duty to transfer/
Security Exchange Commission ‘‘no-action’’ letter/
Effect/
Entitlement orders/
Equitable owner, right to have stock transferred on books/
Executors, unauthorized transfer, /
Fiduciary duties of corporation/
Fiduciary-held stock, Uniform Fiduciaries Act/
First option restrictions/
First-refusal option/
Forged or unauthorized transfers absence of negligence on part of corporation/
agents/
liability of person selling stock/
apparent authority of agents/
bailee, conversion/
blank assignment, effect on rights of owner/
blank power of attorney, power of giving/
broker, liability/
conversion/
decree of court, transfer under/
assertion of title as against transferee/
negligence of guardian as affecting ward/
nonregistration of transfer to apparent owner/
pledgee with notice/
executors and administrators/
failure to require surrender of original certificates/
good faith of corporation as defense/
guardians, transfers/
indorsement of certificate in blank lost or stolen certificates/
rights of owner/
legal disability of transferor/
executors or administrators, wrongful transfers/
remedies of owner/
transferee, rights/
trustees/
liability of transferee/
actual owner’s rights/
cancellation of new certificate, right of company/
executors or administrators, wrongful transfer/
guardian, fraudulent or unauthorized transfer/
trustees, wrongful transfer/
negligence of owner/
notice, purchaser as chargeable/
purchaser/
new certificate/
notice of adverse interests/
remedies against corporation/
title of transferee/
transfer agents and registrars/
trustees, -/
Uniform Stock Transfer Act/
transfer by persons under disability/
witnesses, liability/
Form of assignment in blank/
Fraud, inquiry into/
Fraud, wrongful transfer/
Indirectly held securities/
entitlement orders/
Indorsements/
delivery without indorsement/
Injunctive relief, /
Inquiry into validity of transfer, right to make/
Instructions to issuers, Uniform Commercial Code/
Intermediaries/
Issue of certificate to transferee/
Issuer/
defined under UCC/
obligations under UCC/
Issuer’s duties and liabilities common law/
registration, UCC/
Legal disability/
Liens on stock/
notice of transfer/
refusal to transfer on books/
rights of transferee/
Lis pendens/
Mandamus to compel/
Married women/
Mental condition of shareholder/
Minor/
Minority shareholders, effect on transferee’s rights/
Misdelivery/
Mode/
-, /
Motive for transfer, effect/
Nature of right/
Negligence, liability of corporation/
Nominal transferees/
Nonregistration of transfer to apparent owner/
Notice/
liens on stock/
Officers/
Pending judicial proceedings/
Possession, recovery/
Production and surrender of old certificate/
Professional corporations and associations/
Protected purchasers/
Purchase agreements/
Purchasers/
bona fide/
defined/
protected/
protection from/
Refusal to transfer/
action against person causing/
attorneys’ fees/
damages for refusal to transfer/
foreign corporation, jurisdiction/
justifiable refusal/
registrars, liability of/
tortious act/
transfer agents, liability of/
wrongful refusal/
Registrars/
Registration/
books of company/
transferee’s right to requisites for registration/
wrongful transfer/
Rescission, wrongful transfer/
Restrictions/
agreements/
alteration or modification/
breach of fiduciary duty/
buy-sell agreements/
bylaws/
certificates/
compliance, condition to enforcement/
consent restrictions/
court ordered transfers/
designated person restrictions/
dissolution proceedings/
divorce proceeding transfers/
enforcement/
first option restrictions/
fraud/
governing law/
inter vivos donations/
pledges of stock/
purposes/
receivership transfers/
rights of first refusal/
rules of construction/
securities fraud/
sheriff’s sale/
tax consequences/
termination/
testamentary dispositions/
types/
validity/
waiver/
Rights of first refusal/
Right to transfer/
Sale or exchange effects corporation/
transferee/
Security entitlements/
Security interests/
Setoffs against dividends, effect of transfer/
Shares of stock as securities under UCC/
Situs of stock/
Specific performance, restrictions on transfer/
Standing to object to validity/
compliance as necessary/
restrictions/
agreements/
bylaws/
purposes/
types/
Stock held in fiduciary capacity/
Surrender of old certificate by transferee/
capital gain exclusion/
capital gains and losses/
collapsible corporations/
modification defined/
modification of debt instruments/
sales and exchanges/
section/
stock/
significant modification/
small business, qualified/
Tax-free rollovers/
Testamentary dispositions/
Title to corporate property, effect/
Transfer agents/
liability for refusal to transfer/
Transferees/
definition/
dividend rights, /
estoppel to challenge wrongdoing/
liens on stock, effect on rights/
ratification of wrongdoing by transferor, effect/
right to requisites for registration/
watered stock/
Transferors/
dividend rights/
ratification of wrongdoing, effect on transferee’s rights/
rights/
shareholders’ derivative suits/
warranties/
Transferor’s death/
Uncertificated securities instructions to issuers/
UCC/
Underwriters/
conflict of laws/
death of transferor/
delivery of stock/
entitlement orders/
indorsements/
delivery without endorsement/
instructions to issuers/
refusal to transfer/
registrars/
restrictions/
security interests/
stock held in fiduciary capacity/
transfer agents/
Uniform Securities Ownership by Minors Act/
Uniform Stock Transfer Act, persons under disabilities/
assessments, liability for/
assessments, rights between/
registered and actual owner/
assets, distribution of/
calls, liability for/
calls, rights between registered and actual owner/
creditor, rights of corporation as/
creditors of apparent owner, effect on, -/
creditors of corporation, effect on/
dividends, payment of/
dividends, rights between/
registered and actual owner/
estoppel/
fraud against creditors of apparent owner/
injuries to corporation, action by transferee for redress for/
lien of corporation/
office, qualification for/
qualification for office/
refusal to register transfer/
rights against corporation/
rights between parties, -/
rights between registered and actual owner/
setoffs against dividends/
title of transferee, nature of/
ultra vires transactions, action by transferee to set aside/
voting rights/
waiver/
Validity, right of inquiry/
Waiver/
compliance with formalities/
Warranties, transferor to purchaser and issuer/
Watered stock, rights and remedies of transferees and transferors/
Wife/
Wrongful transfer/
remedies/
TRANSITORY ACTIONS/
Foreign corporations, right to maintain actions against corporation/
Jurisdiction/
Venue/
corporations, statutes regulating/
dissolution of corporations/
transitory and local distinguished/
TRANSIT SYSTEMS/
See Transportation Corporations/
TRANSPORTATION/
CORPORATIONS/
See also Automobiles; Railroads and Railroad Companies Attachment of property, franchises/
Bus companies/
Execution against property, franchises/
Ferry companies, attachment of property, franchises/
Interstate or foreign commerce, transportation of persons or property/
Mass transit systems, powers/
TRAVELING SALES/
REPRESENTATIVES/
See also Sales Representatives Doing business in state/
Service of process/
TREASURERS/
Actions, power as to/
Service ofprocess/
Unlawful dividends, liability/
TREASURY STOCK/
See also Stock/
Classification/
Consideration/
Definition and distinctions/
Legal capital/
Outstanding shares, distinctions/
voting rights/
Payment/
Preemptive rights, /
Quorum, counting as part of quorum/
Voting/
corporation’s own stock, /
parent-subsidiary corporations/
Water stock liability/
TREBLE DAMAGES/
See Antitrust/
TRESPASS/
Corporation, liability/
Exemplary damages/
TRIAL PRACTICE/
See Litigation/
TRIALS/
See also Crimes and Criminal Law;/
Quo Warranto; Witnesses Antitrust law, criminal conspiracy/
Arguments of counsel, recovery by officers of compensation/
Attorneys, disqualification/
Continuances/
Directed verdict on testimony of corporate officer/
Discontinuance, voluntary/
Exclusion of witnesses from court/
Findings/
Instructions to jury/
Judges, disqualification/
Jurors, disqualification/
Order of proof/
Questions of law or fact/
authority, officers/
officers, powers and liabilities/
shareholder status/
Rules applicable/
Taking case from jury/
Verdicts/
Voluntary discontinuance/
Witnesses, exclusion from court/
TRUCK COMPANIES/
See Transportation Corporations/
TRUST COMPANIES/
Banking business, engaging/
Deposit of trust, own institution/
Fiduciary-owned shares, voting/
Insolvency, ratable distribution of assets among creditors/
qualifications of trustee/
Notes, power to acquire/
Powers/
Real property powers/
Setoff by debtor/
presumption of knowledge of preferences/
Shares, voting own shares/
Taxation generally/
Voluntary dissolution/
Voting own shares/
TRUST DEEDS/
TRUSTEES/
See also Dissolution of Corporations; Trust Indentures; Trustees In Bankruptcy/
option, power to grant/
real estate, power to sell/
Attachment, bank deposits made as trustee/
Authority, delegation/
Bylaws, power to adopt/
Charitable corporations capacity to serve/
Compensation,/
Cotrustees, voting at shareholders meetings and elections/
Dividends, entitlement/
Doing business within state/
Duties/
fiduciary duties/
mortgage and deeds of trust/
proceeds, application of/
protection of security/
surrendering stock certificates for transfer/
Educational corporation, capacity to serve/
Express authority, capacity to serve/
Fiduciary duties, ,/
bidding at sales/
bondholders’ request for foreclosure/
defective demand to foreclose/
purchasing at sale/
sale provisions/
statutory remedies/
taking possession on default, powers/
acting as trustee requiring qualification/
capacity to serve/
mortgage or deed of trust/
wills, acting as trustee/
Liability, bank shares/
Mortgages and deeds of trust, ,/
accounting/
agent of bondholders/
appointment/
compensation/
compromise of security, powers/
damages in action against trustee/
eligibility for appointment/
evidence in action against trustee/
failure to record mortgage, liability for/
failure to sue and defend, liability for/
fiduciary duties/
good faith, personal liability/
immunity clauses/
insurance/
jurisdiction/
jury trial in action against trustee/
nature of office, -/
negligence, personal liability/
parties in action against trustee/
personal liability/
pleadings in action against trustee/
powers of trustee/
preservation and protection of securities/
qualifications/
reimbursement/
release of mortgage/
remedies in action against trustee/
resignation/
satisfaction of mortgage/
speculating with trust property/
substitution of securities/
substitution of security, powers/
successor/
surrender of security to mortgagor/
third parties, liability for acts of/
waiver of default/
Notice to bondholders/
Personal liability/
carrying on business after dissolution/
Pledges of stock/
Power to act/
foreign corporations, -/
Prohibited trust, capacity to serve/
Proxies, power to give/
Quo warranto/
Real property, corporate acquisition or holding/
Recovery of judgment, bar to bondholders’ action/
Religious corporation, capacity to serve/
Removal/
Reorganizations, mortgage trustees as purchasers/
Resignations, qualification of successor/
Right to maintain action on guaranty/
Scope of powers/
Shareholders’ derivative action, right to bring/
Shareholders’ liability, -/
Stock/
appraisal rights/
right to vote/
sales and purchases/
Substitution/
title to real estate, notice of/
infirmities given predecessors/
Suits for other than foreclosure/
Testamentary, voting at corporate meeting/
Trust foreign to object of corporation/
Ultra vires acts/
Vacancies/
Voting at shareholders meetings and elections/
cotrustees/
Voting trusts/
compensation/
conflicts of interest, removal/
duties/
expenses/
injunctive relief, voting in violation of trust/
liabilities/
powers/
proxies/
qualifications/
registration of stock in trustee’s name/
removal/
resignation as dissolving trust/
retransfer of stock/
rights/
substitutions/
surrender of stock/
transfer of stock/
shares to trustees/
unfair profits or benefits, combination to secure/
vacancies/
voting rights granted/
TRUSTEES IN BANKRUPTCY/
Appointment/
creditor’s rights to enforce/
Calls on shareholders for unpaid subscriptions, power to make/
Directors, enforcement of liability/
Officers, enforcement of liability/
Receivers, compensation, effect of intervening bankruptcy/
Shareholders/
derivative actions/
statutory liability, right to enforce/
Unlawful dividends, enforcement of directors’ liability/
Watered stocks, remedies/
TRUST FUND DOCTRINE Alabama/
Assets not trust fund for creditors/
Class actions, creditors/
Creditors/
Criticism of doctrine, /
Definition/
Directors and officers as preferred creditors, insolvent corporations/
Distribution of corporate assets/
Predissolution claims/
directors and officers as preferred creditors/
going concern/
notice of insolvency, effect/
shareholder not creditor of corporation/
Shareholders liability/
right to setoff/
Status of doctrine/
Statutory interpretation/
Unpaid stock subscriptions/
TRUST FUNDS/
See also Insolvency; Preferences of Bank Creditors Bonds, subscriptions/
TRUST INDENTURE ACT OF /
See also Trust Indentures Bondholders’ claims against trustees/
Car trust associations/
Corporate debt securities/
Equipment trusts/
Indenture provisions/
Obligor’s duties/
Qualification requirements/
Trustees/
powers and duties/
TRUST INDENTURE REFORM ACT OF /
Corporate debt securities/
Indenture provisions/
TRUST INDENTURES/
Trustees/
Trust Indenture Act of/
equipment trusts/
indenture provisions/
TRUSTS/
See also Business Trusts; Investment Trusts; Voting Trusts Actions, parties/
Bank’s express power to act as private trustee/
Beneficiaries, derivative suits/
Declaration of trust, shareholders’ derivative suits/
Property subject to transfer/
priority of claim for trust funds/
Shareholders’ derivative suits, declaration of trust/
Stock, options to purchase/
Stock as corpus/
Trust beneficiary, corporations/
Voting of stock/
TURNPIKE COMPANIES/
franchises/
franchises/
Powers/
ULTRA VIRES/
See also Injunctions; Leases; Mortgages and Deeds of Trust Abolition of doctrine/
Acts beyond powers of officers distinguished/
Attitude of courts, -/
Bank officers/
Bondholders, actions to set aside/
Borrowing and loaning/
Burden of proof, /
Bylaws as affecting/
Capacity of corporation to do act, /
Collateral transactions affected by acts/
Conflicting decisions, -/
federal rule/
theoretical basis/
Considerations generally/
burden of proof/
bylaws, effect of/
capacity of corporation to do act/
collateral transactions affected by acts/
contract within definition of ultra vires/
corporate existence, effect/
estoppel to deny power to contract/
executory, executed, or partly executed contract/
federal or state law as governing/
implied or express contracts/
kind of corporation involved/
knowledge of person dealing with corporation/
laches/
nature of corporation involved/
partial ultra vires/
status of person raising question/
undisclosed principal, effect upon contracts for/
Contracts/
beyond powers of contracting officers/
foreign corporation, defense to action to enforce/
formalities and conditions affecting/
illegal contracts distinguished/
noncompliance with conditions or formality/
sales of stock/
scope of corporate powers/
undisclosed principal, defense/
Contracts executed on one side/
statement of conflicting rules/
Contracts partly executed, -/
compelling performance, /
damages, recovery for nonperformance/
Corporate existence, effect/
Criminal liability for acts/
De facto corporation distinguished/
ultra vires contract/
Defense, national bank sued in tort/
Definition/
Demurrers/
Director and officer liability/
Dissolution of corporations, grounds/
Doctrine/
grounds/
judicial attitude towards/
origin/
Estoppel/
acts occurring after ultra vires transaction/
corporation by estoppel/
denial of power to contract/
Evidence/
Executed contracts/
bequests and devises, -/
fraud/
fully executed contract, what constitutes/
general rule/
misuse of power/
transfer of personalty to corporation/
transfer of property to corporation/
transfer of real property to corporation/
collateral attacks/
corporation powerless to hold land/
grantee’s right to attack/
grantor’s right to attack title/
passing of title as affected/
public policy, transfer void as against/
state, remedies of/
statutory prohibition/
third person, remedies of/
corporation against/
Executory contracts/
contracts executory on both sides general rule/
guaranties/
minority rule/
Model Business Corporation Act, /
purchase of property by corporation/
sale of property by corporation/
statutory limitations of doctrine, effect/
suretyships/
misuse of power, contract constituting/
Federal court doctrine, abolition/
Foreign corporations contracts, effect/
real property/
right to assert as defense/
Fraudulent transactions/
Grounds/
Guaranty/
Illegal contracts distinguished, /
Informalities distinguished/
Injunctive relief/
another corporations’ right to enjoin/
private persons’ right to enjoin/
shareholder’s action to enjoin unauthorized transaction/
Irregularities distinguished/
Judgments/
Knowledge or person dealing with corporation/
criticism of imputed knowledge doctrine/
equities/
facts showing/
misuse of power/
ordinary business of corporation, transaction clearly outside/
Laches as barring/
Leases/
appraisal provisions, enforcement/
injunction against interference with lessee’s possession/
renewal agreement, enforcement/
rent, actions to recover/
rescission/
wholly or partly executed/
Liens on stocks, effect of ultra vires acts/
Minority shareholders, rights and remedies, -/
Misuse of express powers, use of/
leased premises for unauthorized purposes/
Misuse of granted power/
accommodation paper/
classification of decisions/
contracts executed on one side/
exceeding debt limit/
loan of money by corporation/
loan of money to corporation/
purchase of property by corporation/
receipt of benefit/
effect/
grounds for rule/
mere misuse of power or total want of power, act as/
parties to contract, as effective against/
executory contracts, rights under/
illustrations/
knowledge/
burden of proof/
effect/
participation coupled with/
presumptions/
nonnegotiable instruments/
performance/
wholly executed contracts, rights under/
within definition of ultra vires/
Mortgages, -/
Noncompliance with conditions or formality distinguished/
Origin of doctrine/
Partially executed contracts/
Partial ultra vires/
Payment by corporate agent, recovery/
Pleadings/
Presumptions/
Ratification of acts, effect/
Restoration of benefit/
accounting in equity/
action on implied contract/
condition to rescission/
form of action on implied contract/
implied contract/
money paid or lent, action on implied contract/
proof of benefits received, action on implied contract/
use and occupation, action on implied contract/
value of goods or services, action on implied contract/
Right to urge/
assignee of corporation/
competitors/
creditors/
obligor as against assignee or transferee of chose in action/
party contracting with corporation/
public nuisance or danger to public interests, act as/
receiver of corporation/
shareholders/
debtor shareholders/
stranger, shareholder sued as/
transferor of stock, acts authorized by/
state, /
Right to urge/
successor to right of corporation/
sureties/
Sales of stock/
Shareholders/
claims arising under ultra vires contract/
common-law liability for acts of corporation/
defense to action to enforce, /
derivative actions, demand requirement/
direct actions/
Statutory limitations of doctrine/
actual knowledge of want of authority, effect/
capacity distinguished from authority/
changes in law/
constructive notice of corporate powers/
corporate capacity distinguished from corporate authority/
early statutes/
Stock sales/
Strangers’ standing to urge/
Suretyship, ultra vires contract/
Torts, defense to liability/
Transactions, authority versus capacity, /
Transfer of real property to corporation/
Undisclosed principal, effect upon contracts for/
Unregistered transferee of stocks, suit by transferee/
Watered stock/
UNCLAIMED DIVIDENDS/
See Dividends/
UNCLEAN HANDS DOCTRINE/
UNDERCAPITALIZATION/
See Capital/
UNDERWRITING AGREEMENTS/
Agents, underwriters as/
Agreement to underwrite securities/
Alterations of written agreement/
Anti-fraud provisions of Securities Exchange Act of /
Assignment of agreement/
Breach of covenant/
Compensation of underwriter/
form and nature of compensation/
general practice/
usury/
validity of provision for compensation/
Conditions in agreements/
Corporation, power to act as underwriter/
Damages, measure of/
Defenses of underwriters/
Defined/
Designation, nature of agreement as fixed by/
Disclosure requirements/
Enforcement of agreement, rights of underwriter/
False or misleading prospectus, underwriter’s liability/
Federal securities legislation/
Form and content of agreement conditions in agreements/
construction of agreement/
general considerations/
particular provisions/
Fraud, -/
Governing law/
Guarantors, liability as/
Indemnity agreements/
Interest on bonds, rights of underwriter/
Lapse of time/
Liabilities of underwriters, false or misleading prospectus/
Liability of underwriters/
Loan contract distinguished/
Material misrepresentations in/
registration statement, securities fraud/
Nature of agreement/
Nondelivery of stocks or bonds/
Parol evidence to explain or vary agreement/
Persons who may sue/
Pledges/
Registration statement/
Remedies/
fraud/
persons who may sue/
syndicate managers, right to sue/
Rescission of agreement, rights of underwriter/
Rights of underwriter/
Securities Act of /
disclosure and registration requirements/
underwriters/
definition/
liability, false or misleading prospectus/
Securities fraud/
Shareholders, liability to/
Syndicate agreement distinguished/
Syndicate managers, right to sue/
Underwriters/
definition/
liabilities/
Usury, compensation of underwriter/
Variations of written agreement/
UNDISCLOSED PRINCIPAL/
See Agency; Contracts/
UNDUE INFLUENCE/
UNFAIR COMPETITION/
See Antitrust/
UNIFORM ACTS/
See also Uniform Commercial Code/
History/
Revised Uniform Principal and Income Act/
dividends, life tenant and/
remainderman rights/
Uniform Act for Simplification of Fiduciary Security Transfers/
Uniform Bank Collection Code, collections after insolvency, preferences/
Uniform Interstate and International Procedure Act/
contracting to supply services or things in forum state/
service of process via mail pursuant to the Act/
Uniform Law on Notarial Acts/
Uniform Principal and Income Acts apportionment of receipts and expenses/
consolidation/
dividends, life tenant and/
remainderman rights, , , /
liquidation of assets/
proceeds of sale/
reorganizations/
sale of shares or securities/
settlor’s intent/
shares of another corporation/
wasting asset corporations/
Uniform Securities Acts/
Uniform Securities Ownership By Minors Act/
Uniform Stock Transfer Act gifts of stock/
persons under disability, transfer/
UNIFORM COMMERCIAL CODE/
See also Negotiable Instruments;/
Secured Transactions Adverse claims agents/
bailees/
indirectly held securities/
intermediaries/
Agents/
Article /
bulk transfers/
repeal, recommendation of/
Article/
adverse claims/
agents/
Article/
indirectly held securities/
intermediaries/
attachment of securities/
bona fide purchasers, , , /
certificated and uncertificated securities/
comparison of , , and/
versions/
conflicts of law/
conversion of securities/
statute of frauds, effect of delivery/
indorsements/
issuer’s rights and obligations/
liens on securities, enforcement/
perfection of security interests/
pledges of securities, , /
purchasers/
bona fide/
defined/
protected/
rights acquired by purchasers, /
sales or purchases of securities/
security interests, , /
shares of stock as securities/
Article/
transferor’s warranties/
uncertificated securities/
warranties/
Article /
sale of pledged securities, , /
Assurances as to indorsements/
Attachment of securities, /
jurisdiction, /
situs of securities/
Bailees/
Bank, insolvency/
Bank collections, effect of insolvency/
Blanks and incomplete bonds/
conversion claims/
investment securities, , /
taking from bona fide purchaser/
Bonds/
contents/
contract rights/
conversion/
coupons/
holders/
negotiability/
overdue/
transfer/
debt limits/
defenses/
delivery, , , , /
holders’ rights/
incomplete/
incorporation by reference/
initial transaction statements/
instrument requirements/
issue/
lost bonds/
maturity/
negotiability, , /
notice, adverse claims/
overdue bonds/
overdue coupons/
pledges/
pledgees’ duties/
pledgees’ rights/
registration, /
Revised Article/
duty to inquire/
willful blindness test/
security/
staleness/
stolen bonds/
theft/
transfer, , , , , /
Books of company, recitals in stock certificates/
Brokers, /
Bulk-transfer provisions/
Certificated securities/
attachment, -/
destruction of certificates, reissuance, -/
levy/
loss of certificates, reissuance/
stolen certificates, reissuance/
Compelling transfers of stock, /
Conflicts of law/
Constructive delivery of securities/
Contracts for sale and purchase of securities/
rescission/
statute of frauds/
Conversion of securities/
Coupons, negotiable/
Death of transferor/
Delivery of securities/
gifts of securities/
perfection of security interest, /
Destroyed securities, reissuance/
indemnity bond as condition/
Dragnet clauses in security agreements/
attachment/
Entitlement orders/
Equipment leases, application of Article/
Equipment trusts, trustees leasing equipment/
Fiduciary security transfers/
Financial intermediaries, conversion claims/
Financing statement/
Foreclosure of mortgages, redemption, -/
Future advances, security agreements/
Gifts of securities/
delivery/
Implied warranties/
Indirectly held securities/
entitlement orders/
transfers/
Indorsements/
transfer of securities/
Instructions to issuers/
Intermediaries/
Investment securities adverse claims/
attachment/
jurisdiction/
levy/
bona fide purchasers, , /
delivery/
sales or purchases/
statute of frauds, effect of delivery/
destroyed securities, reissuance/
gifts/
indorsements/
levy on securities/
liens, enforcement/
lost securities, reissuance/
pledges/
adverse claims/
bona fide purchasers, /
pledgee’s duties/
redemption/
sale of pledged securities/
sales or purchases/
pledged securities/
warranties/
security interests/
adverse claims/
situs of securities for attachment/
stolen securities, reissuance/
Issuers/
defined/
obligations/
registration/
rights/
Levy on securities/
Liens on securities/
Lost, destroyed or stolen securities indemnity bond as condition/
reissuance/
notice filing/
operation and effect of recording/
place to file/
time to file/
Negotiable instruments, signature, -/
Notice/
Officers and agents, notice to authority/
Overissues of securities/
Perfection of security interests investment securities/
pledged securities/
Pledges of securities/
adverse claims/
liens/
pledgee’s duties/
redemption/
sale of pledged securities/
Products liability/
Protected purchasers/
conversion claims/
Purchaser of bond after maturity/
Purchasers/
defined/
Receiver as lien creditor/
recording/
sales/
Registered bonds, negotiability/
Registrars,/
Registration of transfer, issuer’s duties and liabilities/
Remedies relating to securities/
Restriction on transfer of stock agency transactions/
pledged securities/
commercial reasonableness/
damages, recovery/
deficiency/
parcel sales/
public or private sales/
surplus/
unit sales/
statute of frauds/
employment services as consideration, effect/
warranties/
Revised Article /
bulk sales defined/
Revised Article /
blanks and incomplete bonds/
bona fide purchaser, value/
bonds/
duty to inquire/
incomplete/
incorporation of by reference/
overissuance of/
willful blindness test/
certificated and uncertificated securities/
certificated securities/
choice of law/
compared to/
and/
versions/
control/
delivery/
entitlement order, definition of/
indirect holding system, choice of law/
indorsement, definition of/
instruction, definition of/
issuance of investment securities/
negotiability/
financial assets/
negotiable instruments, indirect holding system/
notice of adverse claims/
after maturity of bonds/
overdue coupons/
protected purchaser/
purchaser after maturity/
value/
rescission/
rights of purchasers choice of law/
control/
entitlement holders/
financial assets/
protected as opposed to bona fide/
purchasers’ rights/
securities entitlements/
securities intermediaries/
shares of stock as securities/
transfer/
transfer of securities/
uncertificated securities/
value, protected purchaser/
Security entitlements/
attachment/
Security interests, investment securities/
adverse claims/
bona fide purchasers, /
perfection/
Security interests in stock/
Setoffs/
Share certificates, unauthorized signatures on issuance/
Shares of stock as securities/
Signature on instruments/
name of corporation not disclosed/
organization’s signature/
parol evidence to explain/
signature followed by qualification/
Situs of securities for attachment/
Statute of frauds/
employment services as/
consideration, effect/
Stock, options, rights, and warrants/
Stockbroker transactions/
Stock certificates, conversion/
Stolen securities, reissuance/
Transfer agent, liability/
Transfer agents/
Transferee’s right to requisites for registration/
Transferor’s death/
Transfers of securities/
books of company, transfers/
conflict of laws/
death of transferor/
delivery/
Transfers of securities/
entitlement orders/
indorsements/
registrars/
restrictions, notice/
right of transferee to have transfer of books/
transfer agents/
unlawful transfer/
unregistered transfers/
warranties/
accounts/
contracts/
Article A/
personal property or equipment/
leases/
equipment leases/
foreclosure/
leases/
personal property/
personal property leases/
priorities/
after-acquired properties/
accounts/
contracts/
foreclosure/
personal property/
personal property or equipment leases/
priorities/
security interests/
value/
choice of law/
creation/
future advances/
perfection/
by control/
by filing/
place/
time/
security interests/
value/
choice of law/
creation/
future advances/
perfection/
by control/
by filing/
place/
sufficiency and effectiveness/
time/
Unauthorized signatures on certificates/
Uncertificated securities/
Warranties/
implied/
transferor’s/
transfers of stock/
Warrants/
UNIFORM SECURITIES ACTS/
See Blue Sky Laws/
UNIFORM STATUTORY TRUST ENTITY ACT/
Massachusetts trusts/
UNINCORPORATED/
ASSOCIATIONS/
See also Corporation by Estoppel/
Foreign corporation, determination of status/
Standing to sue/
UNINCORPORATED BUSINESS ENTITIES AND ASSOCIATION/
Low-profit limited liability company (LC)/
UNIONS/
See Labor Unions/
UNITED STATES/
See also Federal Corporations/
Actions, -/
Governmental agencies, -/
Preference as creditor/
act of bankruptcy/
insolvent banks/
pension funds/
subrogation to priority of United States/
tax claims/
veterans, funds deposited in bank/
Shareholder status in corporation/
Voluntary assignment by debtor/
Voting of stock/
UNITED STATES ARBITRATION ACT/
See Arbitration/
UNIVERSITIES AND COLLEGES/
See also Educational Corporations/
Powers/
UNLAWFUL DETENTION/
See False Imprisonment/
UNREALIZED APPRECIATION/
See Assets/
UPSTREAM CONVERSIONS/
See Convertible Securities/
USAGE/
Liens on stock/
USE TAXES Generally/
Collection/
Collection, foreign corporations/
Commerce clause/
Exemptions and exclusions generally/
basic necessities/
certain taxpayers/
occasional sales/
Interstate sales/
Measure of/
Nature/
Property and services taxable/
Vendor, collection by/
USURY/
Amendment of statute/
Bonds/
defenses/
issuance below par/
Conditional advances/
Corporate exception analysis/
Defenses, -/
Definition/
Extraterritorial force of usury laws/
Foreign corporations, right to assert as defense/
Guarantors of corporate notes/
Indorsers of corporate notes/
Liability of corporations/
Mortgages and deeds of trust, defense to foreclosure/
National banks/
Property purchases/
Repeal of statute/
Shell corporations/
Types of transactions/
Ultra vires/
Underwriter, compensation of/
UTAH/
UTILITY COMPANIES/
Taxation generally/
VACATIONS/
See Directors; Salaries and Other Compensation/
VACATIONS OF DECREES OR JUDGMENTS/
See Judgments/
VALUATION/
See Assets; Property; Minority Shareholders; Taxation/
VALUE/
Assets, false statements or/
representations/
Converted stock/
False statements or representations assets or property value/
stock value/
Misappropriated stock/
Property, false statements or representations/
Stock/
appraisal of dissenters/
asset value/
fair value/
interest/
investment value/
market value, /
net asset value/
procedures to obtain/
buyout in lieu of dissolution/
close corporations/
converted stock/
depreciation, grounds for/
divorce settlements/
marital property/
misappropriated stock/
transfer restrictions/
VENDORS/
Sales and use tax collection by/
VENUE/
See also Complaints; Foreign Corporations; Pleadings Accrual of cause of action actions for
penalty/
material facts to allege/
place of accrual/
tort actions/
Actions/
business trusts, statutory provisions/
classification of statutes/
common carriers, against/
improper venue/
negligent operation of automobile/
procedure/
receivers/
shareholders’ statutory liability, enforcing/
state, against corporations/
trespass/
Agent, service of process upon/
Airlines, statutes applying to/
Antitrust laws/
objections/
prosecution for criminal conspiracy/
Banking corporations/
national banks/
Banks, statutes applying to/
Branch office/
Bridge companies, statutes applying to/
Burden of proof/
Business, connection, transactions sued on/
Bylaws/
corporations’ provisions for venue, validity/
regulating venue and forum selection/
Change of venue/
choice of law/
evidence to obtain/
federal courts/
motion for change/
procedure/
right to change/
shareholders’ derivative suit/
Choice of law/
Choice of venue, statutes offering/
Common carriers, statutes applying to/
Complaints, pleading/
Constitutional law/
statutes specially applicable to venue of corporations/
Contracts/
breach of contract actions/
contract rights as property rights/
property rights arising from conduct of business/
substantial and continuous rights/
Cooperative associations, statutes applying to/
Corporations/
county of residence/
inhabitancy of corporation/
parent and subsidiary, disregard on corporate entity/
County in which corporation owns property/
County where branch, office or agency located/
County where business transacted/
Cross-actions against corporations/
Demurrers/
Dissolution of corporations, actions/
Doing business/
Electric companies, statutes applying to/
Evidence/
Failure to make reports, action to enforce liability/
Federal antitrust laws/
Federal courts/
change/
general venue statutes, -/
local actions, waiver of objections/
Federal securities laws and regulations/
change, federal courts, , /
constitutionality of statutes regulating/
federal courts/
change/
improper venue/
limitation of venue rules on joinder of codefendants/
statutes regulating/
diversity of citizenship cases/
Fraud, forum selection clauses/
Impleader, effect/
Implication/
Improper/
Insurance companies, statutes applying to/
Interstate Commerce Commission, orders of/
Joinder of parties/
cross action against corporation/
federal courts/
multiple defendants/
Jurisdiction/
statutes making venue jurisdictional/
transfer or removal of actions/
venue distinguished/
venue provisions interpreted as jurisdictional/
waiver of venue provision/
Local actions/
Minimum contacts doctrine/
Motor carriers, statutes applying to/
Multiple defendants/
Nonresidence under state statute/
Occupational injury claims/
Patent infringement suit/
Penalties/
Personal privilege, venue as/
Place of business, -/
registered office/
Place of commencement of actions/
Place of trial/
Pleadings/
Presumptions/
Principal office, -/
Principal office or officer outside state/
Public policy, forum selection clauses/
Railroad companies/
actions in personal injury cases/
statutes applying/
subsidiaries/
Receivers actions/
breach of condition of bond/
venue jurisdictional/
Residence/
corporate officer/
corporation/
federal statutes/
individual/
principal place of business/
registered office/
state statute/
Securities Act of/
Securities dealers, statutes applying to/
Service of process/
failure to maintain registered office, effect/
venue statutes distinguished/
Shareholder derivative actions/
change of venue/
Shareholders/
suit against corporation for declared dividends/
Situated, place where corporation is/
Statutes regulating/
joinder/
Subscriptions to stock, unpaid subscriptions/
Subsidiaries/
Substitution causes of action/
Telephone companies, statutes applying to/
Third party claims/
Torts, /
Transaction of business, statutes regulating/
Transitory actions/
arising outside the state/
Undue influence, forum selection clauses/
Waiver/
action for trespass/
assignor/
default judgment, effect/
objections/
officers, powers to waive venue objection/
persons who may waive/
shareholders, powers/
what constitutes/
VERDICTS/
See Trials/
VERIFICATION/
See also Acknowledgments; Foreign Corporations; Pleadings;/
Reports/
Attorneys/
Foreign corporations, pleadings/
Garnishment proceedings, answers to interrogatories/
General manager, powers of/
Pleadings/
affidavits, /
general counsel, authority to sign/
Receivers, pleadings, affidavits/
Shareholders’ derivative actions, complaint/
VERMONT/
VESSELS/
See Manufacturing Corporations/
VESTED RIGHTS/
Altering or extinguishing dividend arrearages/
Bylaws impairing, validity/
Definition/
Ex post facto laws, remedial civil legislation/
Foreign corporations, protection/
VICARIOUS LIABILITY/
Employment discrimination, /
Punitive damages/
Title VII, /
VICE-PRESIDENTS/
See also Bank Officers Acknowledgments, authority/
Actions, instituting and defending/
Service ofprocess/
VILLAGES/
VIRGINIA/
Stock Corporation Act/
VISITORIAL POWERS/
See also Foreign Corporations;/
Internal Affairs Doctrine Books and records, right to inspect/
Charter or bylaws, construction of provisions/
De jure status of foreign corporation/
General rule/
Limitation on power to regulate foreign corporations/
VOLUNTARY ASSOCIATIONS/
See Associations/
VOTING/
See also Bylaws; Elections of Directors; Elections of Officers; Executive Committees; Meetings of
Directors; Meetings of Shareholders Abstentions/
Amendment or repeal of article of incorporation/
Arbitration, shareholders’ agreements/
Articles of incorporation provisions, /
Banks, bank’s own stock/
Bylaws, supermajorities/
Coercive vote/
Common-law rule/
Control agreements, -/
Control share acquisition statutes/
Corporation’s own stock, -/
Cumulative, /
elections of directors/
removal of directors/
Fiduciary’s power to vote own stock/
Fractional shares/
Hypothecated stock, right to vote/
Increase of stock/
Injunctive relief/
Majority/
Majority or greater requirements/
mergers/
Maximum number of shares to be voted by shareholders/
quorum/
reconsideration of vote/
right to vote/
rival meetings/
Minors/
One vote per share/
One vote per shareholder/
Persons entitled to vote, -/
Pledged stock, right to vote/
Private agreements/
Proxy voting/
common law rule/
Reconsideration of vote/
Record owner of stock/
Relinquishment of right/
Restrictions/
Right to vote, -/
Rival meetings of shareholders/
Statutory provisions, Model Business Corporation Act/
Stock, increase/
Supermajority/
bylaws/
mergers/
requirements/
Transfer or surrender of right/
Trust companies/
Vote-buying agreements, validity/
VOTING AGREEMENTS/
See also Close Corporations; Elections of Officers; Restrictive Stock Transfers; Shareholders; Voting
Trusts Consideration/
Control of corporation, validity/
Duration/
Fraudulent agreements, validity/
Law governing/
Unfair agreements, validity/
Validity, /
VOTING LIST STATUTES/
See Inspection of Books and Records/
VOTING RIGHTS/
VOTING TRUSTS/
Acceptance by trustee, necessity/
Accounts to which applicable/
Active voting trusts/
Admission of originally agreeing shareholders/
Agreement/
voting agreements distinguished/
Annulling trust, actions/
inclusion of agreement/
Blue sky laws/
Books and records, inspection by certificate holder/
Breach, injunction against/
Cancellation/
Certificate holders/
inspection of books, /
status/
Certificates/
blue sky laws/
issuance/
nature/
transferability/
Choice of law/
Closings of trusts/
Conditions of trust relative to trustees, adherence/
Consideration/
Control of offices and elections, propriety of use/
Corporate capacity/
Coupled with an interest, revocability/
Covenants of agreement, adherence to by trustees/
Creation/
acknowledgment/
by will/
validity of contract creating/
Defects of trust/
Definition/
Depositing of retransferred stock at close of trust/
Deposit of shares, bringing/
shareholder within trust/
Disenfranchisement of other shareholders/
Distinctions/
Drafting considerations/
Dry voting trusts/
Duration, /
Effect, validity/
Elements/
Equitable ownership of shares/
Exclusion of originally agreeing shareholders/
Execution/
deposit of shares without signing as adequate/
renewals/
Extensions/
Failure, effect/
Fairness, exclusion of minority shareholders/
Fiduciary principles, adherence to by trustees/
Filing/
Form/
Fraud/
Frustration of purpose, revocation/
Hostility/
Illegal trusts, procedure to challenge/
Impossibility of performance, revocation/
Injunctive relief/
Intent of parties/
Invalid provision, effect on validity of agreement/
Irrevocability/
Issuance of certificates/
Lease, trustee’s power to make beyond term of trust/
Legal characteristics and consequences/
Modifications/
Motives of parties/
Name of voting trust/
Nominations of directors/
Nonassenting certificate holders right to appraisal/
Nondepositing shareholder, right to set aside/
Objects, effect on validity/
Partial validity/
Perpetuation of directors in office/
Persons entitled to attack validity/
Pooling agreements distinguished/
Proceedings to review election/
Proxies to voting trustees/
Proxy agreement distinguished/
Public policy considerations affecting validity/
Purposes/
Quo warranto/
Record of beneficial owners/
Regulation, state statutes/
Remedies/
Removal of trustees/
Renewal/
Requisites/
Restraint on alienation or trade/
Retransfer of stock/
Revocation/
Sales or purchases of stock, Section (b)/
Securities Act of/
Securities acts, approval/
Securities laws, compliance/
Selection of trustees/
Shareholders’ status and rights/
Standing to attack validity/
Status as trust/
Statutes regulating, construction and effect/
Surrender of stock by trustee/
Termination/
retransfer of stock to shareholders/
Theory/
Time limitations/
Title to stock included/
Transfer of stocks/
Trust agreement, construction by trustees/
Trustees/
certificate holders, suit for removal/
compensation/
conflicts of interest, removal/
expense allowance/
expenses, payment/
liabilities/
powers/
qualifications/
removal/
resignation as dissolving trust/
retransfer of stock/
rights/
right to have stock registered in trustee’s name/
selection/
substitutions/
transfers of stock/
unfair profits or benefits, combination to secure/
vacancies/
Unfair profits or benefits, purpose/
Vacancies/
Validity, , , -/
choice of law/
creation by will/
persons entitled to attack/
statutes regulating/
Voting agreements/
Voting powers of trustees incident to trust/
legal status of holder of certificates/
Withdrawal/
Writing, requirement of/
WAGE CLAIMS/
Receivership proceedings, priority/
WAGES/
See also Governmental Control Bankruptcy, effect/
Priority of claims/
WAIVER/
See also Subscriptions to Stock Accountant-client privilege/
Antitrust laws, jurisdiction and venue/
Appearance, effect/
Appraisal rights, shareholders/
Arbitration/
Breach of fiduciary duty, officers and directors/
Bylaws/
Calling of corporate meetings and elections/
Conditions precedent to commencement of corporate existence, compliance/
Consolidations, dissenting shareholders’ right to relief/
Contracts of corporation, irregularities in execution/
Corporate meetings and elections irregularities/
matters not raised at meeting/
voting/
Creditors’ bills, want of judgment or execution before maintenance of action/
Defects in attachment, garnishment and execution/
actions by and against receiver/
conferring jurisdiction of action/
objections to jurisdiction/
venue/
Franchises, forfeiture/
Fraud in sales or purchases of stock, /
Impairment of obligation of contract, acceptance of amendments/
Indemnification of corporate executives/
Involuntary dissolution of corporations, state’s right to sue/
Irregularities, failure of proxy to act/
Jurisdiction/
federal court/
foreign corporation conferring/
objections, antitrust/
Liens/
pledgee of stock/
stock/
Limitations of actions, tolling/
Majority shareholders, power to waive corporate claims/
Meetings of shareholders, calling of meeting/
Mergers, dissenting shareholders’ right to relief/
appraisal rights/
Name, protection/
Noncompliance by foreign corporation with qualifying statutes/
Notice/
corporate meeting, defects/
first meeting/
Objection, process against foreign corporation/
Pledgee of stock, liens/
Proxies/
failure of proxy holder to act/
irregularities/
Quo warranto proceedings, /
Receivers/
objections to appointment/
objections to claims/
power and duties/
Registration of transfer of stock/
Remedies of subscribers/
Reorganization agreements, objections/
Rescission of contract for stock purchase/
Shareholders/
appraisal rights/
meetings, irregularities in calling/
objections on particular grounds, effect/
preemptive rights/
statutory liability, effect of waiver by creditors/
tolling/
Stock transactions, options to purchase/
calls/
notice and demand for payment/
changes in formation of corporation, waiver by subscriber/
conditions precedent, -/
forfeiture or sale of shares/
irregularities/
necessity of calls/
objections/
payments/
rescission barred by waiver/
Transfers of stocks/
waiver of formalities/
Unauthorized increase of stock/
Unlawful dividends, directors’ liability/
Venue/
failure to promptly object, /
federal courts/
jurisdiction/
objections/
antitrust/
what constitutes/
Votes/
irregularities/
questioning of legality/
Want of judgment or execution/
before maintenance of creditors’ bill/
WAR OR NATIONAL EMERGENCY/
Corporate powers, /
Emergency bylaws/
WARRANTIES/
See Uniform Commercial Code/
WARRANTS/
See Bonds, Debentures, Coupons and Certificates; Stock Purchase Warrants/
WASHINGTON/
Supplementary proceedings, appointment of receiver/
WASTE OF CORPORATE ASSETS/
See Assets; Ratification/
WASTING ASSET CORPORATIONS/
See Mines and Mining; Oil Companies/
WATCHMEN/
See Security Guards/
WATER COMPANIES/
franchises/
franchises/
Franchises, property subject to being taken/
Lease of property, power to make/
Mortgages and deeds of trust after-acquired property/
power to mortgage franchises/
Powers/
Rates, legislation affecting/
WATERED STOCK/
See also Transfer of Stock Acquiescence of shareholders, effect/
Actions to enforce liability/
burden of proof/
defenses/
evidence/
joinder of parties/
jurisdiction/
parties/
pleadings/
venue/
Blue sky laws/
Burden of proof/
Certificates of stock, voidability/
Compelling of issuance/
Conflicts of law/
Consent of shareholders, effect, /
Constitutional prohibitions/
Contracts for sale and purchase, rescission/
Corporation’s rights and remedies/
remedies/
Defenses/
Definition/
Directors/
ownership/
Dissenting shareholders, rights and remedies/
Distinctions/
Dividends/
Estoppel to challenge issuance/
Evidence/
Fraud/
Governing law/
Illegality, effect/
Increases of stock/
Injunctions/
Insiders/
Involuntary dissolution/
Liability, shareholders/
Mandamus to compel issuance/
Officers, ownership/
Pleading/
Promoters, liability/
Purchases/
Receivers, remedies/
Recovery back of money paid/
Remedies/
cancellation/
injunctions/
joinder of parties/
parties to action/
venue of action/
Rule b-/
liability/
Sales, rescission of purchase contracts/
Securities laws, violation/
Shareholders/
consent to issuance, effect, /
liability/
States, rights and remedies/
Statutory prohibitions/
Subscriptions/
Transferees or transferors/
Transfers of stock, rights and remedies of transferees and transferors/
Treasury shares/
Trustees in bankruptcy, remedies/
Ultra vires/
Validity of transaction/
Valuation of consideration/
WATER RIGHTS/
See Water Companies/
WATER SUPPLY COMPANIES/
See Water Companies/
WEST VIRGINIA/
Corporation Act/
Cumulative voting/
WILLS/
Extraterritorial force of statute of wills/
acquisition of property, powers/
acting as trustee/
Stock as bequest/
Stock succession, options to purchase stock/
Voting trusts, creation/
WINDING UP AND DISSOLUTION/
WISCONSIN/
WITNESSES/
waiver/
attorney’s agent/
waiver/
Attorney’s agent, privileged communications/
Competency/
Corporations, privilege against selfincrimination/
Disqualification attorneys/
death of adverse party/
removal of disqualifying interest/
witness acting in behalf of corporation/
officers and agents, death of/
shareholders, death of/
Exclusion from court/
Government subpoena/
Grand jury, subpoena power/
compelling corporation to produce/
competency/
attorney’s agent/
government subpoena/
waiver/
Service of process on officer in state/
Shareholders, competency/
Transfer of stocks, liability/
Work product rule/
WORDS AND PHRASES/
Abuse of process/
Acceleration clause/
Accrued/
Acknowledgment/
Adequate remedy at law/
Affiliated persons/
Agent in charge/
A/k/a/
Alien corporation/
Amenability to jurisdiction/
Appointment coupled with an interest, proxies/
Arose/
Assets/
Authorized stock/
Ballot/
Bankruptcy rule/
Best price rule/
Bill in aid of execution/
Blue pencil/
Bona fide purchaser, UCC/
Bonded indebtedness/
Bond issue/
Bulk transfer/
Business agent/
Business corporation/
Business of insurance/
Business trusts/
Buy or purchase/
Bylaw and resolution/
Call option/
Candidates/
Capital/
Capital stock/
Cause of action/
Chancery rule/
Chief officer/
Civil conspiracy/
Close corporation/
Closed-end company/
Comity/
Commerce, antitrust statutes/
Commodities/
Commodity, antitrust statutes/
Common stock/
Complicity rule/
Condition subsequent/
Condominiums/
Consolidation/
Conspiracy/
Constructive service/
Contemplation of insolvency/
Controlling interest/
Conversion/
Corners/
Corporation/
Bankruptcy Code/
Coupon bonds/
Coupons/
Course of employment/
Creditor/
Creditors’ bill/
Datagrams/
Debenture bonds/
Debtor/
Debts/
Deeds of trust/
De facto dissolution/
Default/
Deficiency decree/
De jure corporation/
De jure dissolution/
Dissenting shareholder/
Dissolution/
Dividend/
Doing business/
Dragnet clause/
Dues/
Earned surplus/
Eminent domain/
Enterprise/
antiracketeering statutes/
Equipment trusts/
Equitable garnishment/
Executive officers/
Failing company doctrine/
Fair value of stock/
False imprisonment/
Foreign commerce/
Foreign corporation, /
Franchise/
Funding bonds/
Garnishment/
General agent/
General jurisdiction/
Geographical market, Sherman Act/
Gifts/
Golden parachute/
Greenmail/
Holding company/
Income/
Income bonds/
Insolvency, ,/
Insolvent under Bankruptcy Code/
Interim certificates/
Investment advisor/
Investment trust/
Investment value of stock/
Irreparable injury/
Isolated transaction, foreign corporation within qualification exception/
Issuance/
Issued stock/
Issuer/
Junk bonds/
Just compensation/
Labor dispute, antitrust law/
Legal capital/
Libel/
Liquidation/
Local agent/
Managing agent, /
Market value of stock/
Marshaling of assets/
Merger/
Mineral lease/
Monopoly/
Mortgage/
Multinational corporation/
Mutual funds/
Mutuality/
Net asset value of stock/
Net earnings/
Net profits/
Nominees/
Nonresident, application to foreign corporations/
No-par value shares/
Offer to sell/
Oil and gas lease/
Open-end company/
Oppression/
Outstanding stock/
Overage rent/
Partnership/
Par value shares/
Penalty/
Percentage rental/
Person/
antitrust statutes/
Bankruptcy Code/
criminal statutes, term as including corporation/
Philadelphia Plan/
Preemptive rights/
Preferred stock/
Price parallelism/
Principal office/
Principal place of business/
Proceeds, from sale of stock/
Product, antitrust statutes/
Product market, Sherman Act/
Profits/
Prospectus/
Protected purchaser, UCC/
Proxy, /
general/
irrevocable/
limited/
oral/
specific/
Proxy committee/
Proxy contests/
Proxygrams/
Psuedo-foreign corporation/
Put option/
Quorum/
Receivers/
Refunding bonds/
Reincorporation/
Reorganization/
Resolution/
Respondeat superior/
Restraint of trade, Sherman Act/
Sale or sell/
Scope of authority/
Security/
Shareholder/
Shares/
Slander of title/
Special deposit/
Specific jurisdiction/
Stated capital/
Stock/
Stock dividend/
Stockholder/
Stock pool agreements/
Stock split/
Straddle option/
Strike suits/
Subsidiary corporation/
Substituted service/
Succession/
Successors/
Surplus profits/
Tainted shares rule/
Tender offer/
Trade, antitrust statutes/
Transact business, Clayton Act/
Transacting business/
Treasury stock/
Trover/
Trustee/
Trust fund/
Ultra vires/
Underwriter, /
Unfair method of competition/
Upset price/
Usury/
Vested rights/
Voting agreements/
Voting pool agreements/
Voting trust/
Warrants/
Wasting assets/
Watered stock/
Willing seller-willing buyer test/
Wraparound mortgage/
Zero coupon bonds/
WORKER ADJUSTMENT AND RETRAINING/
NOTIFICATION ACT (WARN)/
See Labor Laws/
WORKERS’ COMPENSATION/
Attorneys’ fees/
Awards, priority in receivership proceeding/
Charitable corporations, applicability/
Consequence of failure to carry/
Death on the High Seas Act/
Dual capacity doctrine/
Dual employment doctrine/
Employees, definition/
Employers’ liability/
alter ego theory/
right to subrogation/
False representations/
Going and coming rule/
Intentional torts/
emotional distress/
Officers/
Retaliatory discharge/
Sexual harassment suit, as bar to/
Statute/
employee defined/
officers, employee status/
Suicide of employee, effect/
Third party liability to employee/
Third party suits/
Tort liability immunity, parent and subsidiary/
WRITINGS/
See Evidence/
WRONGFUL DEATH/
See also Death by Wrongful Act Corporate liability/
Punitive damages/
WRONGFUL DISCHARGE/
Damages/
Employees/
In-house counsel/
Public policy/
Punitive damages/
Whistleblowers/
WYOMING/
Limited liability companies articles of organization/
Preference of creditors of banks//

Abatement and Revival

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ABATEMENT AND REVIVAL/

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