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Consider this a simple guide to the simple course on corporate law designed to be read during the course of the semester It is not an exam-prep book There are plenty of those, and they help you prepare for the exam at the last minute much better than this one If you face your corporate law exam next week, don’t buy this book.
Instead, this book is written to help you through the course of the semester It explains the mostly straightforward doctrine that judges apply to the only superficially subtle disputes they face It explains the relatively few principles that tie together the only-deceptively disparate opinions in the books. It summarizes cases Itappliesstatutes Itstatesthelaw Anditexplainswhyjudgessaywhattheysayanddowhattheydo
Organizationally, the book tracks two of the principal texts on the market: William A Klein, J Mark Ramseyer, and Stephen M. Bainbridge, Business Associations: Cases and Materials on Agency, Partnerships, and Corporations (9th ed, Foundation Press 2015); and William T Allen, Reinier Kraakman, and Guhan Subramanian,CommentariesandCasesontheLawofBusinessOrganizations(4thed,WoltersKluwer2012) At leastfortheformer,itexplainswhytheeditorsincludedthecasestheydidandwhattheyintendedthecasesto show Itcloseswithasetofreviewquestions,andsomesuggestedanswers
Thebookapproachesthefieldwithamodestrulethatanydecentlawyerwouldunderstandinstinctively: Judges are people too. To predict the outcome of a case, a lawyer needs to know the law, but he or she needs to know a good bit more besides. Decades into legal realism, this is hardly news. But it does imply several points relevant here First, some cases make sense only in light of facts not in the opinion As necessary (and feasible), this book adds the excluded facts that help explain why a judge did what he or she did. Those excludedfactswillnothelpyoustudyforyourexam;theywillhelpyoupracticethelawinafewyears.
Second,somecasesarewrong Acasebookisnotanencyclopedia,andneitheristhisbook Acasebookis a pedagogical tool, and this is a book to explain that pedagogical strategy. Some of the cases in the corporate law casebooks are wrong, and more important sometimes the editors included them precisely because they are wrong Some are wrong on the law, some are wrong on the welfare analysis, and some are wrong on the logic. The editors included them because they thought a discussion about how the judges went wrong might promoteclassroomlearning.Asappropriate,thisbookdiscusseswhy,where,andhowtheopinionsarewrong.
Last, the law is (mostly) simple At root, the principles that govern complex transactions at firms listed on the New York Stock Exchange stem from the principles that govern the simple transactions in Chapter 1. One person has some spare cash but does not know what to do with it; another person has some ideas about howtogetrichbutlacksthemoneyneededtoindulgethem Thelawthatgovernscorporateaffairsisthelaw that structures the relations between these two. It is the law that facilitates arrangements where one person advancesthefundsandtheotherpersonusesthefundstomakemoneyforbothofthem.
Andalltheclassicmovieandcomicbookreferencesinthebook?Look,thisisabooktoread Itwasnot writtentobeasourcethatyoucanconsultaweekbeforethefinal Thereareplentyofbooksthatdothatwell, butletmebehonest:thisisnotoneofthem,andwasnotwrittentocompetewiththem.Thiswaswrittento help you through the course of the semester, during the semester The resurrected movie characters and plots
and comic book characters are there to help you slog through the law If classic movies aren’t your thing, ignorethereferences Itwillnotmatter Butdoreadthebook
J.MarkRamseyer HarvardUniversity
Fall2016
Acknowledgments
We wish to thank the authors and copyright holders of the following works who permitted their inclusion in thisbook:
Can he do this? Obviously, he can and he does. But can he do this legally? The “angel” is Brigid O’Shaughnessy, the woman who (as a client) hires him (as a private detective) to tail one Floyd Thursby. She offers him $200 plus expenses, and he agrees In the process, he becomes her agent and she his principal He now owes her fiduciary duties. He cannot pocket a payoff from Thursby to let him disappear. Neither can he spendalldayatacasinoandchargeherhisusualfeeanyway.
Canhe“sendherover”tohang?
“I don’t care who loves who,” continued Spade. This was not about love. It was about partnership, and Miles Archer had been his partner. “I’m not going to play the sap for you.…You killed Miles, and you ’ re goingoverforit.”2 MaybeSpaderealizedpartnersoweeachotherfiduciarydutiestoo.“Whenaman’spartner iskilled,”hetriedtoexplain,“he’ssupposedtodosomethingaboutit Itdoesn’tmakeanydifferencewhatyou thoughtofhim Hewasyourpartnerandyou’resupposedtodosomethingaboutit It’sbadbusinesstoletthe killergetawaywithit It’sbadallaround badforeverydetectiveeverywhere”3
Spade gives this speech at the end of The Maltese Falcon, a Dashiell Hammett novel and a film noir starring Humphrey Bogart as Spade and Mary Astor as O’Shaughnessy O’Shaughnessy had hired Spade and his partner to tail Thursby In fact, however, O’Shaughnessy never wanted Thursby She wanted a bird the jewel-encrusted golden falcon that the Knights of Malta had sent Charles V in 1539. She wanted Spade to find it and asked him to tail Thursby because she thought Thursby might lead him to it In the course of events,sheshotSpade’spartnerArcher,andattheendofthefilm,Spadeturnedherovertothepolice
These principal-agent relations (and the many variations on them) form the heart of this book and the heartofthebasiccourseincorporatelaw Bythetermsofthe“agencylaw”inthisChapter,businessfirms(as principals) act through “agents” They acquire rights through their agents They incur contractual liabilities throughthem.Andsometimestheyincurtortandcriminalliabilitiestoo.
Corporations act through their directors, officers, and other employees and agency law structures their relations Partnerships (like Spade & Archer, in the film) act through their partners (Sam Spade, Miles Archer) and employees (their secretary, Effie Perine). Even sole proprietorships (like O’Shaughnessy herself) canactthroughagents(aswhensheretainedSpadetoworkonherbehalf)
In turn, these men and women who act as agents for their firm owe it a set of legal duties Most particularly, they owe it the “fiduciary duties” of “loyalty” and “ care. ” These lie at the center of the corporate law in this book Should these men and women sell the firm their property without disclosing their proprietary interests, they violate their duty of loyalty to the firm and must disgorge their profits Should theyplayblackjackoncompanytime,theyviolatetheirdutyofcare andmustpaydamages.
InChapter2, this book explores these rules in the context of partnerships. In the rest of the chapters, it explores the rules among corporations But in Chapter 1, it outlines these rules of agency in a context abstracted from any specific organizational form. It begins by defining the concept of agency (section I), then explores the scope of the authority principals can give their agents (section II). The chapter turns to the liability that agents can impose on their principals (section III) and finally examines the fiduciary duties that agentsowethem(sectionIV).
Joel Cairo eventually offered Spade $5,000 for the falcon. Spade could not have threatened to buy it himself and forced O’Shaughnessy to make a competing bid He would have violated the duty of loyalty he owed her. But if she shot his partner, Miles Archer, could he legally send her over to hang? Consider this questionwhilereadingthenextseveralsectionsandreturntoitatthecloseofthechapter.
I AGENTS
A SimpleCases
1.Introduction
Agency law matters only when one party is an agent of another (see Figure 1-1). Among agents, some are servants and others are independent contractors Both can impose contractual liability on their principals, but only servants can impose tort liability To complicate matters horribly, however, some parties are independent contractors but not agents. Before exploring those complications, consider the more basic line betweenagentsandnon-agents
Figure1-1
Agents,Servants,andIndependentContractors
2 AgentsandNon-agents
When O’Shaughnessy hires Spade to tail Thursby, O’Shaughnessy becomes Spade’s principal and Spade her agent. Under the terms of their deal, they agree that he will act on her behalf and subject to her control. Asthestill-classic1958Restatement(Second)ofAgency(§1)explainsthelegalimplication: [Agency results] from the manifestation of consent by one person to another that the other shall act on his behalf and subject to his control,andconsentbytheother sotoact4
The rule includes three components: Spade and O’Shaughnessy must (1) agree that (2) he will act on her behalfand(3)subjecttohercontrol Intheprocess,theycreateanagencyrelationship
Some cases are simple. When O’Shaughnessy hires Spade to tail Thursby, she does not buy his services; rather, she appoints him as her agent But when Joel Cairo offers to buy the falcon from Spade, he does not becomeaprincipal;rather,hebecomesaprospectivebuyer Inthereal-lifecaseofWhitev Thomas, 5 Bradford White Sr asks part-time secretary Betty Simpson to bid for a piece of land on his behalf at an auction By agreeing to do so, she becomes his agent. She owes him a set of fiduciary duties, and should she make a bid withinthescopeofherauthorization,hewillbebound.InDweckv.Nasser, 6 businessman Albert Nasser hires star Israeli lawyer Amnon Shiboleth to settle his case In agreeing to the arrangement, Shiboleth becomes Nasser’sagent HeowesNasserfiduciaryduties,andNasserbecomesboundbyhisauthorizedactivities
Other cases are less obvious. If you hire a lawyer (like Shiboleth) or a stockbroker, he or she becomes your agent But not so, a plumber Hire him (or her), and he (or she) becomes not your agent but a seller of services (fixing your pipes) And not your paperboy (or -girl), either Order a paper, and he (or she) simply sellsyouaproduct(anewspaper).
Why the distinction? Your broker buys shares for your account; your plumber fixes pipes for your bath Your paperboy throws the newspaper where you want it; your lawyer negotiates the contractual price you demand. You tell your broker which stocks to buy and what to pay; you tell your plumber which pipes to install and how much you can afford You tell your paperboy when to bring the paper; you tell your attorney whentodeliverthecontract
In truth, many of the legal distinctions make more sense backward. If someone is an agent, certain implications follow When those implications make sense (business sense, not legal sense), courts tend to declare the person an agent Take stockbrokers, for instance They handle large amounts of money As a result, their industry will not thrive unless customers can trust them with their money. Fiduciary duties help customerstruststockbrokers Byagreeingtothosefiduciaryduties,brokerscommittotreatingtheircustomers honestly By calling brokers agents, courts impose on them exactly those fiduciary duties A similar dynamic explains why courts call accountants and lawyers agents. By contrast, plumbers and paperboys need not owe theircustomersfiduciarydutiestoobtaintheirbusiness,andcourtsdonotbothercallingthemagents
3 ServantsandIndependentContractors
Agents come in two flavors: servants (“employees,” in the language of the Restatement [Third]), and independent contractors 7 If a principal can tell an agent not just what to do but how to do it, the agent is a servant, and the principal is his master. If instead the principal gives the agent substantial discretion about when and how to do his job, the agent is an independent contractor Again, take the classic Restatement (Second)§2(2):
Again, some cases are easy Usually, for example, full-time employees are servants, but skilled, irregular workers are not. Kasper Gutman (the “fat man, ” Spade calls him in the film) hires unemployed thug Wilmer Cooktoretrievethefalconandtells himdailywheretogoandwhomtothreaten; Cookbecomeshis servant.
O’Shaughnessy hires licensed detective Spade to tail Thursby but tells him no more; Spade becomes an independentcontractor Afirm’svicepresidentisitsservant;itsoutsidecounselisanindependentcontractor Yourchaufferisyourservant;yourtaxidriverisanindependentcontractor.
The distinction matters because although both types of agents can bind their principals in contract, only servants bind their principals in tort Spade may shoot someone while tailing Thursby, but O’Shaughnessy will not be liable. Cook may shoot someone while tailing Spade, and Gutman may indeed be liable (more on this below). Your taxi driver may hit a pedestrian while ferrying you to work, but you need not pay. Your chauffermayhitapedestrian,andyoudo
And again, to the extent the distinction makes sense, perhaps it makes sense in reverse. If someone is your servant, you will try to control him after all, you stand potentially liable for the torts he commits. Courts call someone your servant if it makes sense (business sense, not legal sense) for you to try to control him.Itmakessenseforyoutotrytocontrolyourchauffer;itmakesnosenseforyoutotrytocontrolyourtaxi driver. It makes sense for a firm to try to control its full-time employees; it makes less sense for it to try to controlitsoutsidecounsel
4.Non-agentIndependentContractors
Toconfusemattersfurther,someindependentcontractorsarenotagentsatall.Yourstockbrokermaybe an independent contractor, but he or she is still your agent Your plumber is an independent contractor and not your agent at all If you do not control someone ’ s “physical conduct,” that someone is not your servant Depending on the deal you have negotiated, however, an “independent contractor” may or may not be your agent Ifyouagreedthatthepersonwillactonyourbehalfandsubjecttoyourcontrol,thepersonisanagenttype independent contractor If you reached no such agreement, the person is a non-agent independent contractor.
B.Not-So-SimpleCases
If White and Dweck seem simple, other cases seem more complex In many cases, the apparent complexity results from (frankly) disingenuous judicial manipulation: Sometimes, judges skew otherwise-simple rules to reach politically convenient but legally unwarranted results Take Gorton v Doty 8 Charlotte Doty taught at the Soda Springs High School. She knew the school’s football team had an away game on Friday. Feeling generous, she asked the coach whether he had the cars he needed When the coach said no, she offered him her own Lest the high school team members crash it, she asked him to drive it himself He did, and crashed itanyway.OnthetheorythatthecoachhadactedasDoty’sagent,thefatherofoneoftheplayerssuedDoty.
Similarly, take GayJensonFarmsCo v Cargill,Inc 9 Warren Grain & Seed Co bought, sold, and stored grain in tiny Warren, Minnesota (population 1,678). Cargill bought and sold globally, with 2009 sales of morethan$116billion Occasionally,WarrendistributedseedsonCargill’sbehalf,butusuallyitboughtgrain locallyandresoldittomultinationals sometimesCargill,sometimesotherfirms
Warren was crooked. Its employees stole. As Warren borrowed from Cargill, and as its employees stole the money, its debts mounted To investigate the problem, Cargill sent people to audit Warren’s books It suggestedwaysforWarrentoimproveitsbusiness ItmonitoredWarren’sdailyoperations
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silk, also previously neutral, are now electro-negative through the additional electrons received from the glass atoms. As the result we find the glass to be positively, and silk to be negatively electrified. On the other hand, if we rub the glass with fur, a similar atomic disturbance and consequent migration of electrons takes place, but this time the glass receives electrons instead of parting with them. In this case the glass becomes negatively, and the fur positively electrified. The question now arises, why is the movement of the electrons away from the glass in the first instance, and toward it in the second? To understand this we may make use of a simple analogy. If we place in contact two bodies, one hot and the other cold, the hot body gives up some of its heat to the cold body; but if we place in contact with the hot body another body which is still hotter, then the hot body receives heat instead of parting with it. In a somewhat similar manner an atom is able to give some of its electrons to another atom which, in comparison with it, is deficient in electrons; and at the same time it is able to receive electrons from another atom which, compared with it, has an excess of electrons. Thus we may assume that the glass atoms have an excess of electrons as compared with silk atoms, and a deficiency in electrons as compared with fur atoms.
A current of electricity is believed to be nothing more or less than a stream of electrons, set in motion by the application of an electromotive force. We have seen that some substances are good conductors of electricity, while others are bad conductors or nonconductors. In order to produce an electric current, that is a current of electrons, it is evidently necessary that the electrons should be free to move. In good conductors, which are mostly metals, it is believed that the electrons are able to move from atom to atom without much hindrance, while in a non-conductor their movements are hampered to such an extent that inter-atomic exchange of electrons is almost impossible. Speaking on this point, Professor Fleming says: “There may be (in a good conductor) a constant decomposition and recomposition of atoms taking place, and any given electron so to speak flits about, now forming part of one atom and now of another, and anon enjoying a free existence. It resembles a person visiting from house to house, forming a unit in
different households, and, in between, being a solitary person in the street. In non-conductors, on the other hand, the electrons are much restricted in their movements, and can be displaced a little way but are pulled back again when released.”
Let us try to see now how an electric current is set up in a simple voltaic cell, consisting of a zinc plate and a copper plate immersed in dilute acid. First we must understand the meaning of the word ion. If we place a small quantity of salt in a vessel containing water, the salt dissolves, and the water becomes salt, not only at the bottom where the salt was placed, but throughout the whole vessel. This means that the particles of salt must be able to move through the water. Salt is a chemical compound of sodium and chlorine, and its molecules consist of atoms of both these substances. It is supposed that each salt molecule breaks up into two parts, one part being a sodium atom, and the other a chlorine atom; and further, that the sodium atom loses an electron, while the chlorine atom gains one. These atoms have the power of travelling about through the solution, and they are called ions, which means “wanderers.” An ordinary atom is unable to wander about in this way, but it gains travelling power as soon as it is converted into an ion, by losing electrons if it be an atom of a metal, and by gaining electrons if it be an atom of a non-metal.
Returning to the voltaic cell, we may imagine that the atoms of the zinc which are immersed in the acid are trying to turn themselves into ions, so that they can travel through the solution. In order to do this each atom parts with two electrons, and these electrons try to attach themselves to the next atom. This atom however already has two electrons, and so in order to accept the newcomers it must pass on its own two In this way electrons are passed on from atom to atom of the zinc, then along the connecting wire, and so to the copper plate. The atoms of zinc which have lost their electrons thus become ions, with power of movement. They leave the zinc plate immediately, and so the plate wastes away or dissolves. So we get a constant stream of electrons travelling along the wire connecting the two plates, and this constitutes an electric current.
The electron theory gives us also a clear conception of magnetism. An electric current flowing along a wire produces
magnetic effects; that is, it sets up a field of magnetic force. Such a current is a stream of electrons, and therefore we conclude that a magnetic field is produced by electrons in motion. This being so, we are led to suppose that there must be a stream of electrons in a steel magnet, and this stream must be constant because the magnetic field of such a magnet is permanent. The electron stream in a permanent magnet however is not quite the same as the electron stream in a wire conveying a current. We have stated that the electrons constituting an atom move in definite orbits, so that we may picture them travelling round the core of the atom as the planets travel round the Sun. This movement is continuous in every atom of every substance. Apparently we have here the necessary conditions for the production of a magnetic field, that is, a constant stream of electrons; but one important thing is still lacking. In an unmagnetized piece of steel the atoms are not arranged symmetrically, so that the orbits of their electrons lie some in one plane and some in another. Consequently, although the electron stream of each atom undoubtedly produces an infinitesimally small magnetic field, no magnetic effect that we can detect is produced, because the different streams are not working in unison and adding together their forces. In fact they are upsetting and neutralizing each other’s efforts. By stroking the piece of steel with a magnet, or by surrounding it by a coil of wire conveying a current, the atoms are turned so that their electron orbits all lie in the same plane. The electron streams now all work in unison, their magnetic effects are added together, and we get a strong magnetic field as the result of their combined efforts. Any piece of steel or iron may be regarded as a potential magnet, requiring only a rearrangement of its atoms in order to become an active magnet. In Chapter VI. it was stated that other substances besides iron and steel show magnetic effects, and this is what we should expect, as the electron movement is common to all atoms. None of these substances is equal to iron and steel in magnetic power, but why this is so is not understood.
This brings us to the production of an electric current by the dynamo. Here we have a coil of wire moving across a magnetic field, alternately passing into this field and out of it. A magnetic field is produced, as we have just seen, by the steady movement of
electrons, and we may picture it as being a region of the ether disturbed or strained by the effect of the moving electrons. When the coil of wire passes into the magnetic field, the electrons of its atoms are influenced powerfully and set in motion in one direction, so producing a current in the coil. As the coil passes away from the field, its electrons receive a second impetus, which checks their movement and starts them travelling in the opposite direction, and another current is produced. The coil moves continuously and regularly, passing into and out of the magnetic field without interruption; and so we get a current which reverses its direction at regular intervals, that is, an alternating current. This current may be made continuous if desired, as explained in Chapter IX.
Such, stated briefly and in outline, is the electron theory of electricity. It opens up possibilities of the most fascinating nature; it gives us a wonderfully clear conception of what might be called the inner mechanism of electricity; and it even introduces us to the very atoms of electricity. Beyond this, at present, it cannot take us, and the actual nature of electricity itself remains an enigma.
INDEX
Accumulators, 38, 90.
Alarms, electric, 120.
Alternating currents, 71, 75.
Amber, discovery of, 2.
Ampère, 33.
Arc lamp, 93.
Armature, 68
Atlantic cable, 145.
Atom, 287.
Aurora borealis, 25.
Automatic telephone exchange, 165.
Aviation and “wireless,” 280.
Bachelet “flying” train, 271.
Bastian heater, the, 110.
Battery, voltaic, 33.
Bell telephone, the, 156.
Bells and alarms, electric, 116.
Blasting, 256.
Bunsen cell, 223.
Cable-laying, 150.
Cables, telegraph, 144.
Cell, voltaic, 29.
Clocks, electric, 124.
Coherer, the, 183.
Commutator, 70.
Compass, magnetic, 52.
Condenser, 63.
Conductors, 6.
Conduit system, 83.
Convectors, 109.
Cookers, electric, 110.
Creed telegraph, 137.
Crookes, Sir W., 230.
Current, electric, 30.
Daniell cell, 31, 223.
Davy, Sir Humphry, 93.
Detector, in wireless telegraphy, 188, 198.
Diamond-making, 113.
Duplex telegraphy, 139.
Dussaud cold light, 106
Dynamo, 66.
Edison, Thomas A., 103.
Electric cookers, 110.
Electric heating, 109.
Electric motor, 66
Electric lighting, 70, 75, 93.
Electricity, early discoveries, 1; nature of, 287.
Electro-culture, 258.
Electrolysis, 224.
Electro-magnets, 58.
Electron, 287.
Electroplating, 213.
Electrophorus, the, 11.
Electrotyping, 213.
Faraday, 66.
Finsen light treatment, 243.
Franklin, Benjamin, 19.
Frictional electricity, 2.
Furnace, electric, 111.
Galvani, 27.
Galvanometer, 59.
Glass, 4.
Goldschmidt system, 197.
Great Eastern, the, 148.
Half-watt lamp, 105.
Heating by electricity, 109.
Hughes printing telegraph, 136.
Iceberg detector, 267.
Ignition, electric, 253.
Incandescent lamps, 103.
Induction, 9.
Induction coil, 61.
Ion, 291.
Kelvin, Lord, 152.
Korn’s photo-telegraph, 174.
Lamps, electric, 93.
Leclanché cell, 32, 116.
Lemström’s experiments in electro-culture, 258.
Lepel system, 196.
Leyden jar, 15, 181.
Light, 23.
Lighting, electric, 75, 93.
Lightning, 1, 19, 23.
Lightning conductors, 25.
Lindsay, wireless experiments, 180.
Lodge, Sir Oliver, 260.
Machines for producing static electricity, 9.
Magnetic poles, 50.
Magnetism, 44, 56, 291.
Marconi, 186, 195.
Medicine, electricity in, 241.
Mercury-vapour lamp, 99.
Microphone, 159.
Mines, submarine, 283.
Mines, telephones in, 169.
Mono-railway, 89
Morse, telegraph, 130; experiments in wireless telegraphy, 180.
Motor, electric, 66.
Motor-car, electric, 91.
Navy, use of wireless, 274; of electricity, 282
Negative electricity, 5.
Neon lamps, 102.
Non-conductors, 6.
Ohm, 33.
Oil radiator, 110
Ozone, 23, 247.
Ozone ventilation, 249.
Petrol, motor, ignition in, 253.
Photographophone, the, 173.
Pile, voltaic, 28.
Pipe locator, 266.
Plant culture, electric, 258.
Polarization, 31.
Pollak-Virag telegraph, 137.
Positive electricity, 5.
Poulsen, Waldemar, 171, 197.
Poultry, electro-culture of, 264.
Power stations, 75.
Preece, wireless experiments, 180.
Primary and secondary coils, 62.
Radiator, 109.
Railways, electric, 87; use of wireless, 211.
Resistance, 33.
Röntgen rays, 228, 242
Searchlights, 98.
Ships, use of wireless, 206.
Siphon recorder, the, 252.
Sparking plug, 154.
Static electricity, 7.
Stations, wireless, 204.
Steinheil telegraph, 130.
Submarine telegraphy, 144.
Submarine telephony, 169.
Surface contact system, 83.
Telefunken system, 196.
Telegraph, the, 128, 144, 171, 179, 203.
Telegraphone, 171.
Telephone, the, 154, 171, 179, 201.
Telephone exchange, 160.
Thermopile, 36.
Thermostat, 121.
Thunderstorms, 22, 194.
Trains, electric, 87; the Bachelet, 271.
Tramways, electric, 78, 83.
Trolley system, 83.
Tubes for X-rays, 233.
Tuning in wireless telegraphy, 191.
Tungsten lamps, 104.
Volt, 33.
Voltaic electricity, 28, 129, 290.
War, electricity in, 274; telegraph in, 277.
Water, electrolysis of, 38.
Water-power, 81.
Waves, electric, 181, 191, 199.
Welding, electric, 114.
Welsbach lamp, 103
Wheatstone and Cooke telegraphs, 130.
Wimshurst machine, 12.
Wireless telegraphy and telephony, 179, 203, 270, 280.
Wires, telegraph, 141.
X-rays, 231, 242.
Transcriber’s Notes
Punctuation, hyphenation, and spelling were made consistent when a predominant preference was found in the original book; otherwise they were not changed.
Simple typographical errors were corrected; unbalanced quotation marks were remedied when the change was obvious, and otherwise left unbalanced.
Illustrations in this eBook have been positioned between paragraphs and outside quotations. In versions of this eBook that support hyperlinks, the page references in the List of Plates lead to the corresponding illustrations. (There is no list of the other illustrations.)
Plate VIII., “Typical Electric Locomotives,” listed as being on page 90, was not in the original book and therefore not in this ebook.
The index was not checked for proper alphabetization or correct page references.
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