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2018 Georgia Code 46-8-81 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 46-8-81 Case Law from Google Scholar Amendments to OCGA 46-8-81

TITLE 46 PUBLIC UTILITIES AND PUBLIC TRANSPORTATION

Section 8. Railroad Companies, 46-8-1 through 46-8-382.

ARTICLE 3 INCORPORATION AND CONSOLIDATION OF RAILROAD COMPANIES AND REQUIREMENTS AS TO DIRECTORS AND OFFICERS

46-8-81. Consolidation, merger, lease, or purchase of railroad companies whose roads form a continuous line; issuance of stocks and bonds by consolidated companies.

  1. Any railroad company incorporated under this chapter shall have authority to sell, lease, assign, or transfer its stock, property, and franchises to, or to consolidate the same with those of, any other railroad company which is incorporated under the laws of this or any other state or of the United States and whose railroad within this state connects with or forms a continuous line with the railroad of the company incorporated under this chapter, upon such terms as may be agreed upon. Conversely, any such corporation organized under this chapter may purchase, lease, consolidate with, absorb, and merge into itself the stock, property, and franchises of any other railroad company incorporated under the laws of this or any other state or the United States whose railroad within this state connects with or forms a continuous line or system with the railroad of such company incorporated under this chapter upon such terms as may be agreed upon.
  2. Any railroad corporation formed by the consolidation of one or more railroad corporations, organized under the laws of this state or under the laws of this state and any other states, with one or more corporations, organized under the laws of any other state or under the laws of this and of other states, may issue stocks and bonds as provided for in this chapter in such amounts as it may deem necessary for the purpose of paying, or exchanging the same for, or retiring, any bonds or stocks theretofore issued by either of the corporations so merged, purchased, or consolidated, or for any other purpose. Such stocks and bonds may be issued to the amount authorized by the laws of the state under which either of the corporations so consolidated was organized. Any bonds issued by the corporation may be secured by mortgage or trust deeds upon its real or personal property, franchises, rights, and privileges, whether within or without this state.
  3. No railroad company shall make any contract under this Code section with any other railroad company which is a competing line if such contract is calculated to defeat or lessen competition in this state or to encourage monopoly.

(Ga. L. 1892, p. 37, § 18; Civil Code 1895, § 2179; Civil Code 1910, § 2597; Code 1933, § 94-318.)

JUDICIAL DECISIONS

Rights and liabilities of new corporation.

- Where by reason of the consolidation of two corporations one of them goes entirely out of existence, and no arrangements are made respecting the liabilities of the one which ceases to exist, the corporation resulting from such combination will, as a general rule, be entitled to all the property and answerable for all the liabilities of the corporation thus absorbed. Tompkins v. Augusta S.R.R., 102 Ga. 436, 30 S.E. 992 (1897).

Monopoly not created where consolidating lines both cross same rivers.

- Where separate lines of railway start out at a right angle from a seaport, transport freight and passengers from widely separated sections of two states, and no point on either road can be reached in any reasonable time by a passenger starting out on the other, such consolidation does not tend to defeat competition and create monopoly merely because both lines cross two shallow rivers, on which steamboats carrying freight and passengers occasionally ply. Dady v. Georgia & Ala. Ry., 112 F. 838 (E.D. Ga. 1900).

Majority vote of stock needed.

- Under former Civil Code 1895, § 2179 (see O.C.G.A. § 46-8-81) proper corporate action for the purpose of merger and consolidation of railroads was a majority vote of the stock of the corporation. Dady v. Georgia & Ala. Ry., 112 F. 838 (E.D. Ga. 1900).

Validity of vote by corporate officer also member of voting trust.

- Where officer of corporation is also member of voting trust, merger or consolidation brought about through officer's vote is not necessarily void; but the burden is on the interest for which the officer acts to show that the transaction was free from any taint of wrongdoing, bona fide, lawful, and for a fair consideration to the parties, at interest. Dady v. Georgia & Ala. Ry., 112 F. 838 (E.D. Ga. 1900).

Cited in State v. Central of Ga. Ry., 109 Ga. 716, 35 S.E. 37 (1900); Georgia R.R. & Banking Co. v. Maddox, 116 Ga. 64, 42 S.E. 315 (1902); Bridwell v. Gate City Term. Co., 127 Ga. 520, 56 S.E. 624, 10 L.R.A. (n.s.) 909 (1907); Morrison v. Cook, 146 Ga. 570, 91 S.E. 671 (1917); South W.R.R. v. Benton, 206 Ga. 770, 58 S.E.2d 905 (1950); Long v. Atlanta & W.P.R.R., 253 Ga. 257, 320 S.E.2d 530 (1984).

RESEARCH REFERENCES

Am. Jur. 2d.

- 13 Am. Jur. 2d, Carriers, §§ 55 et seq., 93. 19 Am. Jur. 2d, Corporations, §§ 2608, 2609, 2629, 2630. 65 Am. Jur. 2d, Railroads, §§ 198 et seq., 207.

C.J.S.

- 19 C.J.S., Corporation, §§ 794-796, 809. 74 C.J.S., Railroads, §§ 478 et seq., 485, 486, 487, 490 et seq.

ALR.

- Carrier's certificate of convenience and necessity, franchise, or permit as subject to transfer or encumbrance, 15 A.L.R.2d 883.

Cases Citing Georgia Code 46-8-81 From Courtlistener.com

Total Results: 1

Long v. Atlanta & West Point Railroad

Court: Supreme Court of Georgia | Date Filed: 1984-09-06

Citation: 253 Ga. 257, 320 S.E.2d 530, 1984 Ga. LEXIS 882

Snippet: authorized by law. They rely on OCGA §§ 46-8-80, 46-8-81 (a), which allow railroads incorporated under OCGA