Page "Companies law" Paragraph 23

The question then arises: if corporations are to be inspected with care, what-if not the commercial or social conduct, or the by-laws-is to be inspected – and by whom?

Do corporations have duties?

Yes: “ The general duties of every corporation may be collected from the nature and design of its institution: it should act agreeably to its nature, and fulfill the purposes for which it was formed .” Who sees that corporations are living up to those duties?

“ The law has provided proper persons with proper powers to visit those institutions, and to correct every irregularity, which may arise within them .” The Common Law provided for inspection by the court of king ’ s bench.

In 1790, at least, “ the powers of the court of king's bench vested in the supreme court of Pennsylvania .” As for the dissolution of corporations, there seems not to have been much question that a corporation might “ surrender its legal existence into the hands of that power, from which it was received.

From such a surrender, the dissolution of the body corporate ensues .” Nor does there seem to have been much question that by “ a judgment of forfeiture against a corporation itself, it may be dissolved .” However, Supreme Court Justice Wilson, lecturing in his unofficial capacity, at least, suggests his displeasure with the doctrine that corporate dissolution cannot be predicated “ by a judgment of ouster against individuals.

God forbid ― such is the sentiment of Mr. Justice Wilmot ― that the rights of the body should be lost or destroyed by the offenses of the members .”