This section is from the book "The Law Of Banks And Banking", by John Maxcy Zane . Also available from Amazon: The law of banks and banking.
Since the officer is merely an agent of the corporation he stands in the same relation to a corporation's creditor that the agent of an individual stands in relation to that individual's creditor, where the agent has managed the business for the individual who is his principal. Such is the plain proposition, and although the courts have befogged the subject such the relation must be. Such a situation discloses no fiduciary relation between the officer and the creditor, and none exists. But just as the creditor of an individual can sue that individual's agent for a fraud perpetrated by the agent, or for a malicious act amounting to a tort, so the creditor of the corporation can sue the corporation's officer for a tort perpetrated by him against the creditor. The common instance of this action is one for fraudulent misrepresentations or deceit. But the law also recognizes that the capital stock and assets of a corporation constitute the security of the corporation's unsecured creditor, just as the debtor's property is the sole security of the debtor's unsecured creditor; and since the officers of the corporation have no right to absorb or give away this capital stock or assets, where they commit culpable acts which cause loss to the corporation, the creditor can follow by a creditor's bill that capital stock or assets into the hands of any one who is not a purchaser for value, or, if the corporation's property has so passed, may hold those who were guilty of wrongful conduct in disposing of the corporation's property. This is simply the case of following by creditor's bill the assets of the debtor, or, if they cannot be followed, then it is the case of subjecting the debtor's rights of action against his wrongly -acting agent to creditor's bill. These seem to be the correct rules of law applicable to the subject. But courts have obscured the subject so much by fuliginous expressions in regard to bank directors being trustees for the creditors, and the capital stock of a corporation being a trust fund, that it is a devious work to find one's way among the cases.
 
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