Excerpt from A Treatise on the Liability of Stockholders in Corporations Our courts discharge and avoid all collateral agreements not to pay, and all devices to avoid payment.1 But in England, if a man agrees to receive only paid-up shares, although the transaction exhibits the very essence of fraud, he can not be made to pay for them. His agreement stands or falls as an entirety. If it is valid, he cannot be made to pay, because it was agreed that he should not pay; if it is void, he cannot be made to pay, because he is not a share holder.2 In the view of our courts, a conveyance of shares in a failing company to an insolvent person is deemed a fraud upon the rights of creditors, and void.3 But in England such a conveyance is valid if out and out, and not a mere sham.4 In other words, if it actually passed title as between the transferor and the transferee, so that the latter does not continue to hold merely as a trustee for the former, and subject to his orders, it is a good transfer, no matter with what intent made. About the Publisher Forgotten Books publishes hundreds of thousands of rare and classic books. Find more at www.forgottenbooks.com This book is a reproduction of an important historical work. Forgotten Books uses state-of-the-art technology to digitally reconstruct the work, preserving the original format whilst repairing imperfections present in the aged copy. In rare cases, an imperfection in the original, such as a blemish or missing page, may be replicated in our edition. We do, however, repair the vast majority of imperfections successfully; any imperfections that remain are intentionally left to preserve the state of such historical works.