CORPORATIONS-CONSOLIDATION AND MERGER-LIABILITY FOR THE OBLIGATIONS OF THE OLD COMPANY-AMERICAN RAILWAY EXPRESS COMPANY CASES

Authors

Abstract

Following the taking over of the railroads under proclamation of the President dated December 26, 1917, it was suggested by Mr. McAdoo, Director General of Railroads, that various express companies whose contracts with the railroads for transportation of goods pursuant to the general conduct of the express business had been virtually annulled by the proclamation, should form a new corporation, transfer to it property used in the express business and receive in consideration stock in the new company. The Director General made the suggestion to expedite the nation's war time transportation, and it was immediately accepted by the companies. He then made a contract with the new company to transport its express business over the roads under governmental control. July 1, 1918, tangible properties used by the Southern Express Company, the Adams Express Company, the American Express Company, the Wells Fargo & Company's Express and others were transferred to the new concern, the American Railway Express Company, which did not contract to assume liabilities, debts, nor judgments against the old companies, nor from the circumstances could there be any inference of fraud. None of the old companies ceased corporate life, but continued to hold other property previously owned and in addition the acquired shares of the new company's stock.

Recommended Citation

CORPORATIONS-CONSOLIDATION AND MERGER-LIABILITY FOR THE OBLIGATIONS OF THE OLD COMPANY-AMERICAN RAILWAY EXPRESS COMPANY CASES, 26 Mich. L. Rev. 913 (1928).
Available at: https://repository.law.umich.edu/mlr/vol26/iss8/7