0 COMMENTARIES AND ANNOTATED ACTS THE CONSOLIDATED CORPORATION LAW By BURRITT HAMILTON OF THE BATTLE CREEK, MICHIGAN, BAR SECOND EDITION ENTIRELY RE-WRITTEN, GREATLY AMPLIFIED Tx Copyright, 1906 Copyright, 1909 By Burritt Hamilton MAY 1 6 1940 R. I Miene PREFACE TO SECOND EDITION. Michigan has been, and is, a peculiarly fertile field for the development of corporation problems. The diversity of her industries; her lumbering, mining, manufacturing; her shipping by land and sea; her wealth employed in adventures; her seasons of almost spectacular industrial promotion; the restless energy of her people-these originative causes have sent to our highest court for solution the main body of practical problems involved in corporation jurisprudence. The former edition of this work was intended merely as a guide to the construction of the then new Consolidated Corporation Act. That work has been rewritten, rearranged and expanded. In the present edition, an attempt has been made to give practically all the local law on the subject of general private corporations and partnership associations, limited. To this has been added enough new matter from other sources to give the work reasonable completeness. Part I of each division of the present edition announces principles; Part II shows these principles applied; the former represents theory; the latter, practice. The research which made the first possible has made the second valuable. Considerable attention has been devoted to procedure what to do and how. All of the important forms given have been subjected to the test of practical use. In the citation of Michigan cases, it has been thought best in many instances to cite dictum as well as decisions whenever it was illuminative of the matter in point. It has been deemed sufficient that the dictum of a great court is valuable if not authoritative. As an advocate who, having consumed his allotted time in closing his case to the jury, recounts with regret the points omitted from his argument, so the writer of these pages-compelled of necessity to surrender his manuscript to the waiting publishers-is keenly conscious of the work's shortcomings. He can but say to a generous profession: "Gentlemen, the verdict rests with you.' BURRITT HAMILTON. Battle Creek, Michigan, October 4, 1909. PREFACE TO THE FIRST EDITION. Annotation of the Consolidated Corporation Law of Michigan (Act 232 of 1903, as amended) was suggested by the importance of the act, the questions arising daily in practice under it, and the facility with which it lends itself as a framework about which to arrange the case law of private corporations thus far developed in this state. The citations herein are chiefly from the Michigan Decisions and the Lawyers' Reports, Annotated-volumes usually found in the working libraries of Michigan lawyers. These authorities have been supplemented by citations from standard text-books. Special attention is called to the recent decision of the Court of Chancery of New Jersey in the case of Audenried vs. East Coast Milling Co., construing language identical with that of the closing paragraph of Sec. 2 of the Michigan act. The clause interpreted by this case has given rise to widely differing views, hence the judicial determination of its real meaning is of value. If the arrangement of authorities herein somewhat simplifies the task of lawyers and corporate officers in their work under the act discussed, the purpose of the annotator will have been accomplished. B. H. Battle Creek, Michigan, 1906. |