New Jersey Equity Reports Volume 78

New Jersey Equity Reports Volume 78

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This historic book may have numerous typos and missing text. Purchasers can usually download a free scanned copy of the original book (without typos) from the publisher. Not indexed. Not illustrated. 1911 edition. Excerpt: ... are such as are directed or intended by the statute, and, if not, may enjoin the entire proceedings for dissolution, including a vote on the resolution. I think that is a wrong view of the effect of those provisions. Those provisions are effective, but they are not effective by way of qualifying the right to dissolution. They are effective by way of preventing any plan being carried out subsequent to the dissolution which is not in compliance with the terms of the statute, but the court should not undertake in advance to say that the right to vote on the question of dissolution must be taken away, for the reason that in voting on this question they do so with the motive, or the object, of carrying out certain plans which would be in violation of the statute re lating to proceedings after dissolution. For if the plans are violations of the statute, they cannot be carried out after dissolution, and the stockholders, in voting to dissolve, take that risk of their being carried out. I conclude, therefore, that these other provisions of the Corporation aet, relating to the effect of dissolution and the proceedings on dissolution, have not the effect of qualifying the right or power of a stockholder to vote on the resolution for ' dissolution. It is undoubtedly true that the dissolution could not be used by the majority for the purpose of commiting a fraud on the minority stockholders, blllfl in the absence of fraud, or acts beyond their lawful powers as stockholders, the minority have, as I think, no standing to enjoin the exercise of this right conferred by statute on the majority stockholders. The complainants in both cases stand on their general rights as stockholders, and in the first case stand also on a special right given, or...
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Product details

  • Paperback | 224 pages
  • 189 x 246 x 12mm | 408g
  • United States
  • English
  • black & white illustrations
  • 1236804139
  • 9781236804136