State ex rel. Jackson v. Newman

Citations

• 51 La. Ann. 833
• 25 So. 408
• 1899 La. LEXIS 478

Syllabus

<p>Syllabus.</p> <p>1. The N. O. Gas Light Co. can exercise only such powers as were conferred by^legislatlve grant upon the Crescent City Gas Light Company, of which it is the successor, either by express terms, or by necessary implication.</p> <p>2. Implied powers in corporations are presumed to exist only to the extent that may be necessary to enable such bodies to carry out tbe express powers granted, and to accomplish the purpose of their creation.</p> <p>S. An incidental power may be defined to be one that is directly and immediately appropriate to the execution of the specific power granted, and not one that has merely some slight or remote relation to it.</p> <p>4. While, under some circumstances, one corporation may not unlawfully acquire holdings of stock in another corporation, such holdings do not partake of the. fullness of perfect ownership. They rather come under the head of what the Code (Art. 422) describes as “imperfect ownership.”</p> <p>5. Thus, when under circumstances tolerating it, a corporation, not possessing the express or necessarily implied power to do so, acquires stock in another corporation, it may collect dividends on, and sell or dispose of such stock, and yet not have the power to vote it at elections for officials to govern and manage the affairs of the other corporation.</p> <p>6. For one corporation- to take possession and manage the affairs of another .corporation is, in effect, equivalent to engaging in a business other than ( that authorized by its charter, and this is in contravention of the public policy of the State as established in its fundamental law, and void.</p>