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SELECTED ARRANGED AND ANNOTATED
GEORGE F CANFIELD
Professor of Law Columbia University
I MAURICE WORMSER
PREFACE TO SECOND EDITION
In this Second Edition we have revised the notes and have amplified them so as to cover topics of relatively minor importance for which there was no space in the text. We have dropped some cases which have proved comparatively less valuable and interesting for class room discussion, and have added some important recent decisions. We have treated more fully such important topics as The Scope and Limits of the Corporate Entity Theory, The Corporation as Distinguished from Other Business Associations, Corporate Powers, Ultra Vires, Duties of Directors, Rights and Powers of Stockholders and of the Majority; and we have added a few new topics in the text of the notes, namely, Legislative Control of Corporations, Domestic and Foreign, De Facto Directors, No Par Value Stock, Rights of Creditors as Affected by Reorganization. We have been able to do this, without substantially enlarging the volume, by means of the notes and by a better apportionment of the cases among the several topics. In the arrangement of the topics and cases we have made a few changes, keeping in mind the importance of a classification which avoids confusion and overlapping and presents the subject in an easily understandable sequence.
Every year the volume of decisions and statutes relating to corporations is increasing at a prodigious rate. All that a teacher can do, within the limits of time available in the ordinary law school course, is to present the basic principles of the common law and so much of the statute law as involves fundamental conceptions. We have attempted in this case book to furnish the material required for the study of these basic principles and fundamental conceptions.
G. F. C.
November 11, 1925.