The Pennsylvania Corporation Reporter Volume 1

The Pennsylvania Corporation Reporter Volume 1

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This historic book may have numerous typos and missing text. Purchasers can download a free scanned copy of the original book (without typos) from the publisher. Not indexed. Not illustrated. 1914 edition. Excerpt: the above case, upon which the demurrer was sustained, are the precise facts indicated by the statement of claim filed in this case. We see no distinction in the facts of that case as compared to those in the case at bar, nor in the law as governing the existence of those facts. The very masterly argument of plaintiffs' counsel fails to convince the court in this, as it did in that, case. The learned and refined distinctions presented by the citations contained in counsel's brief cannot be reconciled with the fundamental principles referred to and announced in the citations which govern in the matter of the right of a stockholder to sue in assumpsit for dividends which have not been declared. The whole legal logic of the situation would seem to be forcibly expressed in Morawetz on Corporations, vol. 1, p. 450, in the following words: "A shareholder in a corporation has no legal claim to profits earned by the company until after a dividend has been declared by the proper agents; nor can he compel the directors to declare a dividend unless they withhold profits which they have no discretionary power to retain for further investment. A suit to enforce the declaration of a dividend must be brought in equity, and all the conditions precedent to the right of maintaining an ordinary shareholder's bill must be complied with. However, after a dividend has been declared payable to all shareholders, each shareholder is entitled to recover his distributive share in an action of assumpsit against the corporation." And again, on page 281, it is said: "Where certain shareholders are entitled to privileges which do not belong to the other members of the company, the courts will provide a remedy for the infringement of these privileges by the...
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Product details

  • Paperback | 168 pages
  • 189 x 246 x 9mm | 313g
  • United States
  • English
  • black & white illustrations
  • 1236509242
  • 9781236509246