Private company

“ 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. ”

“ Baring and Rutherford, would be wholly immaterial under the act of 1839.
If the company be considered as a corporation, the same consequence follows, with the single anomalous exception which I shall presently notice, a fortiori.
The first great difference between a corporation and a private partnership or voluntary association is, that in the former the company acts only by its constitutional organs, whether a committee of directors or appointed officers; while, in the latter, the obligations of a single member, or number of members, by the subscription of the firm, will bind the society. ”

“ Article 575 provided that every private corporation, as such, has power 'to enter into any obligation or contract essential to the transaction of its authorized business,' and article 589, that 'no corporation created under the provisions of this title shall employ its stock, means, assets, or other property, directly or indirectly, for any other purpose whatever than to accomplish the legitimate objects of its creation.' Sayles' Civil St. ”

“ Or it might grant the privilege to private corporations whose shares are owned mainly by those who manage them and to corporations engaged in co-operative undertakings, while denying the privilege to other concerns called private, but whose shares are listed on a stock exchange-corporations financed by the public, largely through the aid of investment bankers. ”

“ The confusion, obscuring the basic distinction between actual and so-called 'constructive' search has been accentuated where the records and papers sought are of corporate character, as in these cases. Historically private corporations have been subject to broad visitorial power, both in England and in this country. ”

“ Include the state sector in the private joint-stock company or
limited liability company with a share of less than 25 percent of
the capital. Those excluded from this percentage are: Government
insurance and reinsurance companies, the Labor and Social
Security Department, and any other investment quarter which the
cabinet may add under this sub-paragraph.
Third: The private sector company can be a joint-stock company, a
limited liability company, a joint liability company, a sole owner
enterprise, or a simple company. ”

“ That a joint stock company should be able to carry on successfully any branch of foreign trade, when private adventurers can come into any sort of open and fair competition with them, seems contrary to all experience. ”

“ Unlike private enterprise which quickly modifies its actions to meet emergencies—unlike the shopkeeper who promptly finds the wherewith to satisfy a sudden demand—unlike the railway company which doubles its trains to carry a special influx of passengers; the law-made instrumentality lumbers on under all varieties of circumstances through its ordained routine at its habitual rate. By its very nature it is fitted only for average requirements, and inevitably fails under unusual requirements. ”

“ Those most generally known are business corporations; and though many of them are very large, legally they are private corporations. A railroad corporation, though performing a public service, nevertheless is a private corporation. ”

“ In America there are very few corporations which have private visitors, and, in the absence of such, the state is the visitor of all corporations.'
In no case or authority that we have been able to find has there been a definition of this right which would include the private right of the shareholder to have an examination of the business in which he is interested, and the right of discovery of the methods and means by which the agents of the corporation are conducting its affairs. ”

“ It is not only the right of the company to make such a provision but it is its duty to its bond and stockholders, and, in the case of a public service corporation at least, its plain duty to the public. ”

“ 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. ”

“ Thus the growing legal usage bases distinctions between private and semi-public corporations on their relation to public interest. This view practically assumes that the difference between private business and public business is only one of degree. ”

“ Many corporations have upon their boards of directors the leading business men, merchants, bankers and financiers. In this way, the investing public has the assurance that the enterprise will be conducted along business lines, while the business men on the board have an opportunity to get in on the "ground floor."
The corporation has a permanence, a stability, and a breadth of financial support that are quite impossible in the case of the private venture or of the partnership. It does for business organization what the machine did for production. ”

“ By the term 'corporate franchise or business,' as here used, we understand is meant (not referring to corporations sole, which are not usually created for commercial business) the right or privilege given by the state to two or more persons of being a corporation, that is, of doing business in a corporate capacity, and not the privilege or franchise which, when incorporated, the company may exercise. The right or privilege to be a corporation, or to do business as such a body, is one generally deemed of value to the corporators, or it would not be sought in such numbers as at present. ”

“ It is clear that corporations created for quasi public purposes, clothed for that reason with the ultimate power of the state to take private property against the will of the owner, hold their corporate powers as carriers in trust for the fairly impartial service of all the public. ”

“ The typical business corporation of the last century, owned by a small group of individuals, managed by their owners, and limited in size by their personal wealth, is being supplanted by huge concerns in which the lives of tens or hundreds of thousands of employees and the property of tens or hundreds of thousands of investors are subjected, through the corporate mechanism, to the control of a few men. ”

“ Corporations no less than individuals of course have rights which should be scrupulously respected by both our Federal and State legislators. But one defect in corporation legislation by Congress, as well as the States, has often been that it failed to make a sufficient distinction between what may be called private and public corporations. ”

“ An artificial person of this sort is now recognized under most systems of law. It can be formed, as a rule, only with the consent of the sovereign power, and is described as a 'societe,' or 'compagnie,' 'anonyme,' an 'Actiengesellschaft,' or 'joint-stock company limited.' A less pure form of such a corporation is a company the shareholders in which incur an unlimited personal liability. ”

“ When any person takes stock in a railroad corporation, he has entered into a contract with the company, that his interests shall be subject to the direction and control of the proper authorities of the corporation to accomplish the object for which the company was organized. ”

“ We hear much about quasi-public corporations, and public opinion has gone a long way in taking away from the owner of public-service corporations the right to manage his own property, to name his own rates or prices, to decide about his methods, and has imposed on him the responsibility of providing safe and adequate public service from his private means, but so far has exerted little influence upon the men who have to make the quasi-public corporation of use to the public. ”

“ I have no doubt, whatsoever, that in a legal and technical sense, a corporation is a person; and that under that denomination, it may be included within the provisions of a statute, where the language and provisions and objects of the statute equally apply to corporations and to private persons. ”

“ Before speaking of the plan of industrial representation to which our president has referred, I want to say just a few words outlining my views as to what different interests constitute a company or corporation.
Every corporation is made up of four parties: Stockholders, directors, officers and employees. ”

“ Conversely, when a flourishing partnership or similar private firm has gained an assured footing of good-will, in the way of any or all of the items enumerated under that term above, its lot, as prescribed by modern business exigencies, is to go up into a corporation, either by simple conversion into the corporate form or through coalition with other firms into a larger corporate whole. ”

“ 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. ”

“ Who is to say how private enterprise would come out if it tried its hand at State work? Those who have had most experience of joint-stock companies and their management, will probably be least inclined to believe in the innate superiority of private enterprise over State management. ”

“ 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. ”

“ 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. ”

“ 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. ”

“ Fifty years ago, the great majority of business operations were conducted either by individuals or by partnerships. To-day, especially in conducting large business [Pg 122] enterprises, corporations have replaced individuals and partnerships. Although (as we shall see later in the chapter on corporations) in law a corporation is deemed a separate, legal entity, distinct from the stockholders, in actual practice we know that there is no such distinct physical being as a corporation. It follows, therefore, that every act performed by a corporation must be performed through an agent. ”

“ It is my considered opinion and I recommend that where the activi­ties of these government corporations can be taken over by private enterprise, and whenever their pioneering objectives have been basically accomplished, such corporations should be sold and transferred as soon as possible to private enterprise under reasonable terms and conditions, except those performing mainly social or governmental functions many of which can be converted into regular government offices or agencies. ”

“ The incorporation of a single individual is not legally possible in this country.
The corporation, because of its peculiar advantages over other forms of business organization, has become the accepted form for most large enterprises. The gathering together of large capital funds, the ease and efficiency of management and control, continuous life, the facility of transfer of ownership, and the limited liability of the stockholders, make the corporate form attractive to the investor and absolutely necessary to the large businesses carried on today. ”

“ At first, corporations could be formed under the general laws only for a limited number of purposes-usually those which required a relatively large fixed capital, like transportation, banking, and insurance, and mechanical, mining, and manufacturing enterprises. ”

“ And no one will contend that, if the creation of a corporation is a suitable agency and means of carrying on the financial operations of the government, the creation of a corporation is equally apposite as an agency and means of carrying out the objects above mentioned. ”

“ The doctrine above enunciated fixes the line of distinction between public and private corporations. Those created for public or governmental purposes are defined to be "public corporations," and those created for the advancement of private enterprises are "private corporations." Private corporations possess none of the attributes of sovereignty, and hence are to be treated in law as private individuals ”

“ It is apparent that the corporation within the limits prescribed by statute has most of the attributes and powers of a person—it can sue and be sued, can hold and pass title to property, real and personal, can carry on business in its own name, is responsible to the extent of its entire property for the payment of its debts, etc.
Growth of the Corporate Form of Organization.—The corporate form of organization is being increasingly utilized for the conduct of business of almost every kind. ”