Parent company

“ Its creation (except where the corporation is sole) is the investing of two or more persons with the capacity to act as a single individual, with a common name, and the privilege of succession in its members without dissolution, and with a limited individual liability. The right and privilege, or the franchise, as it may be termed, of being a corporation, is of great value to its members, and is considered as property separate and distinct from the property which the corporation itself may acquire. ”

“ A joint-stock company, working with some of its own members and with others as agents, cannot bring to issue the great question whether the existence of the individual family is compatible with the universal family, which the term "Community" signifies. ”

“ The directors are the officers or agents of the corporation, and represent the interests of that abstract legal entity, and of those who own the shares of its stock. One of the objects of creating a corporation by law is to enable it to make contracts; and these contracts may be made with its stockholders as well as with others. In some classes of corporations, as in mutual insurance companies, the main object of the act of incorporation is to enable the company to make contracts with its stockholders, or with persons who become stockholders by the very act of making the contract of insurance. ”

“ In course of time, however, we find that the family colliery is a public company, with a board of directors, and owned not by two or three, but by hundreds of proprietors, and managed by perhaps one or two managing directors, who practically do all the work, while the profits are scattered all over the country. ”

“ On the one hand, the approved methods of corporation finance may in some measure be resorted to by a private firm, Without formal conversion of the concern into the corporate form; and on the other hand, an incorporated company may continue to carry on its business after the manner usual with privately owned concerns. ”

“ The economic entity of a railway company may be constituted a special economic corporation for the purpose of mortgage. [2]
(b) In default of payment of the mortgage liability, the whole, i.e. the corporation, may be subjected to auction. This provides the means for transferring, together with the material properties, the original permission of the Government, namely, the licence, to the purchaser, viz. a new company.
(c) A company, which in reality may be taken as a syndicate, may be formed for advancing money by means of debentures. ”

“ The heir shall not
have any rights on the company afterward except those resulting from
operations prior to the death. In all cases, the company's contract must be
changed to a sole owner enterprise, if only one partner remains. ”

“ The list of proprietors is one of the best I have seen of any company, all the shareholders, eighty-four in number, being selected men, residing chiefly in Glasgow and neighbourhood, London, Liverpool, and Manchester. ”

“ And the owner has another right. He can say, 'Take that man's child and sell him in the market!' and he can break up the family ties and separate husband and wife, and parent and child, and not a word can be said. ”

“ There is no such record in the country for continuous service with one company, which during the whole period has been controlled by one family. This service of more than half a century has been in every way satisfactory. ”

“ In mercantile or manufacturing families, while the eldest son always succeeded to his father’s business, not only the younger sons but also the apprentices and employees, after they had served faithfully for a number of years, expected to be set up as branch houses under the auspices of the principal family, receiving a place of business, a certain amount of capital and the privilege of using the original house-name. ”

“ Any property which has been acquired after the merger by the surviving company or the newly incorporated company in consequence of the merger shall be co-owned in common by the companies which have effected the merger. ”

“ A party may deal with a corporation, in respect to its property, in the same manner as with an individual owner, and with no greater danger of being held to have received into his possession property burdened with a trust or lien. ”

“ The choses in action of a corporation, its rolling stock, and personal property, according to the principles of the common law, have their situs at the domicile or place of business of the company. Mayor, etc., of Gallatin v. ”

“ The natural meaning of the words would be that the ordinary property of the consolidating corporations, the property such as any one might own without special franchise, and might transfer by deed, shall belong to the new company without deed, but the franchises of the new company would seem to be left to be determined by the general law. ”

“ When any corporation acquires the shares or certificates of stock, franchise, or other rights, or the physical properties or any part thereof of any other corporation for the purpose of preventing or lessening, or where the effect of such acquisition tends to affect or lessen, competition, whether such acquisition is accomplished directly or through the instrumentality of trustees or otherwise. ”

“ With such a corporation, it is not competent for the legislature to interfere. It is a franchise, or incorporeal hereditament, founded upon private property, devoted by its patron to a private charity, of a peculiar kind, the offspring of his own will and pleasure, to be managed and visited by persons of his own appointment, according to such laws and regulations as he, or the persons so selected, may ordain. ”

“ Shares are of various kinds—ordinary, preference, deferred, founders’ and management. Into what classes of shares the original capital of the company shall be divided, what shall be the amount of each class, and their respective rights, privileges and priorities, are matters for the consideration of the promoters of the company, and must depend on its special circumstances and requirements. ”

“ While a corporation in legal theory has only one domicile, in practice its activities are often nationwide and the legal domicile of the corporation, as in this case, is neither the place of its real corporate life nor the home of its officers and directors. ”

“ For, it is said, 'there must always be a corporation in existence liable to the public for the duties and liabilities assumed by the grantee for the privileges conferred in the grant of the franchise.' This reasoning, it seems to us, assumes that the franchise to operate the road did not pass by the sale, unless such new domestic corporation is organized. ”

“ The structure, though ancient, remains full of life. The joint family is a co-operative corporation, in which men and women have a well-defined place. At the head of the corporation is the senior member of the family, generally the eldest male member, but in his absence the senior female member often assumes control.” (Cp. Penelope in the Odyssey.)
“All able-bodied members must contribute their labour and earnings, whether of personal skill or agriculture and trade, to the common stock; weaker members, widows, orphans, and destitute relations, all must be maintained and supported ”

“ No officer of agent of any corporation, joint-stock company, or association, and no member or agent of any firm, or preson directly or indirectly interested in the pecuniary profits or contracts of such corporation, joint-stock company, association, or firm, shall be employed or shall act as an officer or agent of the United States for the transaction of business with such corporation, joint-stock company, association, or firm. ”

“ The argument supposes the corporation to have been originated for the management of an individual concern, to be founded upon contract between individuals, having private trade and private profit for its great end and principal object. ”

“ Those individuals, using the name of a corporation for the benefit of themselves and their clients, citizens of Georgia, seem to be the real parties in interest in every transaction carried on in the name of the corporation. ”

“ There can be no firm which consists of one partner only, as a company may consist of one member. The incorporation of a firm—that process by which an ordinary 284partnership is transmuted into a company—effects a fundamental change in the legal relations of its members. ”

“ A partnership, association, or other unincorporated body of individuals outside the United States, or a corporation incorporated within any country other than the United States, and was entirely owned at such time by subjects or citizens of nations, states, or free cities other than Germany or Austria or Hungary or Austria-Hungary and is so owned at the time of the return of its money or other property hereunder ”

“ A corporation, as an entity, holds the title to the property embarked in the corporate undertaking. Trustees, as a continuing body with provision for succession, may afford a corresponding advantage during the existence of the trust. Corporate organization furnishes the opportunity for a centralized management through representatives of the members of the corporation. The designation of trustees, who are charged with the conduct of an enterprise, who act 'in much the same manner as directors,' may provide a similar scheme, with corresponding effectiveness. ”

“ The Showing of Proprietorship.—The chief difference, from an accounting viewpoint, between the corporate form and other forms of business organization is in the showing of proprietorship. Vested proprietorship in a sole owner or partnership business is carried under the title of the different owners’ capital accounts, and credit is extended by the public to such owners, not on the basis of what the particular business is worth, but on the reputation of the owners and what they are known to be worth outside the business as well as in the business. ”

“ The shareholders of the corporation, including, if there is one, its parent corporation, are not responsible This is a conscious decision made by the law of every state to encourage business in the corporate form. ”

“ An aunt or a cousin who married a manufacturer, a merchant, or a broker—no matter how rich or in how large a way of business—was coldly regarded, if not actually cut, by the rest of the family. There are many families—though hardly now a class—in which the same traditions persist, but even the families in which the horror of trade is as great as ever make an exception as a rule in favour of trade conducted in the United States. ”

“ All the younger brothers aid him in the management, and are maintained by him till they wish to separate, when a division of the stock takes place, and is adjusted by the elders of the village. The member, who thus separates from the parent stock, from that time forfeits for ever all claims to support from the possessor of the ancestral estate, either for himself, his widow, or his orphan children. ”

“ Now, persons dealing with the managers of a corporation must take notice of the limitations imposed upon their authority by the act of incorporation. Their powers are conceded in consideration of the advantage the public is to receive from their discreet and intelligent employment, and the public have an interest that neither the managers nor stockholders of the corporations shall transcend their authority.' 21 How. ”

“ Even the incapacity of the children of the family to acquire property of their own cannot in those times have been regarded as any serious hardship; for, though the legal title to all their acquisitions was in the house-father during his life, yet in truth they were acquired for and belonged to the family as a whole, and he was little more than a trustee to hold and administer them for the common benefit. ”

“ A king and clan being able, subject to certain limitations, to adopt new members or families, or amalgamate with another clan, the theory of common origin was not rigidly adhered to. Kinship with the clan was an essential qualification for holding any office or property. The rules of kinship largely determined status with its correlative rights and obligations, supplied the place of contract and of laws affecting the ownership, disposition and devolution of property, constituting the clan an organic, self-contained entity, a political, social and mutual insurance co-partnership. ”

“ George’s Company other than a voluntary association of persons which the law will not recognize as a corporation.
“The Companions of St. George will be capable of holding land, but not as the St. George’s Company,—that is, not as a corporation. Land must be held by or for them as individuals. You may have a piece of land conveyed to, say two hundred Companions; naming each of them; but for the sake of convenience [233] you would have it conveyed to two or three who should hold it upon trust for the Companions generally. ”

“ All that there is in the legal residence of a corporation in the state of its creation consists in the fact that by its laws the corporators are associated together and allowed to exercise as a body certain functions, with a right of succession in its members. ”

“ Relation between the Corporation and Its Owners.—It should be noted that the owners of a corporation are on a somewhat different basis in their relationships and activities to the business than are the owners of a partnership or single proprietorship business. The legal theory that the corporation is an entity, a person, separate and apart from its owners, necessitates a change in the status of accounts with owners as compared with similar accounts in the other types of organization. ”

“ Whether a family business, such as this one appears to be, has successfully avoided all responsibility for compliance with the judgment entered against the family corporation, by the simple expedient of dissolving it and continuing the business under the individual control of members of the family, as appears to have taken place here, is a question which it is unnecessary for us to decide on the basis of the scanty and not entirely enlightening affidavits now submitted to us. ”

“ To prevent a parent from pursuing a disgraceful traffic in a series of alarming sacrifices of his family stock, he was not permitted to sell the same child more than three times over, when the infant was permitted to go into the market on his own account, free of all filial duty. ”