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THE

ORGANIZATION AND MANAGEMENT

OF BUSINESS CORPORATIONS

olling

By WALTER C. CLEPHANE, LL. M.

OF THE BAR OF THE SUPREME COURT OF THE UNITED STATES; PROFESSOR OF THE

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AUTHOR'S PREFACE.

A FEW years ago a course of lectures was inaugurated in the Law Department of the Columbian (now The George Washington) University, of Washington, D. C., dealing with the organization and practical management of business corporations. Prior to that time the substantive law of corporations had been most ably taught in that department by a distinguished jurist occupying a seat on the bench of the Supreme Court of the United States. But because of the growing tendency of modern business men to incorporate, there arose a demand for a short practical course informing the students, who were to enter upon the active duties of their profession, exactly how to apply the principles they had learned at the feet of so eminent an instructor, and, starting with the request of the client that his business be incorporated, how to go through the successive stages essential to a valid and successful organization. The university, ever ready to keep pace with modern conditions, responded to the call, and the new chair was entrusted to the author.

Much to his regret, he found no text-book dealing with the subject in such a way as to enable him to place it in the hands of his students. He was obliged, therefore, to map out the course for himself in a series of lectures extending over a few weeks. Those lectures form the basis of this treatise, which has been compiled as a text-book for the classes studying this subject in The George Washington University. The author has also had in view the needs of many lawyers who may not have had the advantages of practical corporation office work,

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