EXERCISE OF CORPORATE POWER, 255 THE UNAUTHORIZED OR PROHIBITED EXERCISE OF CORPORATE POWER. A MONG recent contributions to the literature of Corporation •^-^ Law is a paper by Judge Seymour D. Thompson entitled
- ' The Doctrine of Ultra Vires in relation to Private Corpora-
tions." ^ The essay is worthy of unusual attention, since it seems fair to assume that the views therein expressed will be reasserted in an expanded form in the forthcoming volumes of Judge Thomp- son's Commentaries.^ The learned author begins his discussion with a strong state- ment of his conviction " that the Anglo-American law " relating to " the so-called doctrine of ultra vires is "in a state of hopeless and inextricable confusion." ^ He disclaims all intention of writing a treatise on the subject within the compass of a magazine article, but he addresses himself to an examination of principles and a statement of certain general conclusions. The discussion is cast in historical form. The author passes in review "the ancient doc- trine of ultra vires " ; he gives us the history of what he is pleased to call " the revolt " against it ; he presents in outline the " modern doctrine " ; and he concludes with a statement of his own views upon the ideal solution of the problems under discussion. If his treatment of the subject is true to the facts of legal history, the results of Judge Thompson's investigation will be accepted as an important contribution to legal literature. In the judgment of the present writer, however, there are in the essay certain points of no inconsiderable importance with respect to which there is room for at least an intelligent difference of opinion. In the first place, it is not clear that any tribunal ever gave a consistent adherence to the doctrine which Judge Thompson calls "the ancient doctrine." In the second place, it may be doubted whether there is any justification for his view that modern develop- ments of the law of Corporate Power are to be explained upon a ^ 28 American Law Review, 376. ' Commentaries on the Law of Private Corporations. Bancroft-Whitney Co. : San Francisco, 1 895. At the time of the writing of the present paper, the volume containing the chapters on Corporate Power has not made its appearance. 8 Page 376.
