United States Courts of Appeals Reports; Cases Adjudged in the United States Circuit Court of Appeals Volume 47

United States Courts of Appeals Reports; Cases Adjudged in the United States Circuit Court of Appeals Volume 47

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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. 1898 edition. Excerpt: ...their relation. We will not presume that their purpose was to adopt a device by which they might withdraw their contribution to the capital stock and leave creditors unpaid. If they intended that, they have not made it plain, and if it was plain, the device would be invalid as to creditors.-Although the appellants were not creditors proper, yet they show a. case on the face of their certificates entitling them to a preference over common stockholders in relation to both dividends and capital. Ordinarily preferred stock is entitled to no preference over other stock in relation to capital. But where there is an expressed agreement giving such a preference, not prohibited by local law or the charter, we see no reason why it is not a valid contract as between the corporation and such preferred stockholders, and binding upon the common stockholders. 1 Cook on Stock and Stockholders (3d ed.), 278; Warren v. King, 108 U. S. 389; C/zafee v. Rulland Railroad Uornpaniy, 55 Vermont, 110; In re Bangor and Porlmadoc Slate and Slab Company, L. R. 20 Eq. 59; Lock/'tart v. Van Alstyne, 31 Michigan, 7 6; Kent v. T he Quicksilver Jllining Oompa/ny, 78 N. Y. 159. Such a preference would not be inconsistent with their relation as stockholders and would not affect creditors. This relation to the corporation and to its common stockholders, in view of the nonvoting provision in this arrangement, makes it eminently proper that these preferred stockholders should be represented by a reasonable number standing for the class with the right to stand for and defend in respect to their own rights. Bronson v. La G-rosse 0/nd Miltwaukie Railroad Company, 2 / Wall. 283, 302. If it be true as alleged that the oflicers and directors of this corporation hold...show more

Product details

  • Paperback | 342 pages
  • 189 x 246 x 18mm | 612g
  • Rarebooksclub.com
  • United States
  • English
  • black & white illustrations
  • 1236834240
  • 9781236834249