New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1881-04-18
roo MrcH POWER roR MNoRIrlES.

A SINGULAR BILL THAT HAS PASSED THE ASSEMBLY
SOME or ITs EVIL FEATURES.
Much comment is made upon what il CON
shlcrcd rcmnrkabc bill which. after being fayorably
reported upon by the Assembly Committee Trade and
Manufacturer. recently passed by the Assembly and
l. now before the Senate Il II entitled An act for the
better protection ~ minority stockholders mauuftc
turing cor oiatiou-.'
If includes within the scope 81 its provisions all
featuring CORPORATION. Of the state organized under any
general or special net II provides that when any per
son or pcr-os holding oncquart"r, or more than
ounrtcr but less than half OF the capital stock Of
such "A corporation shall be- Of the opinion" that its
affairs are being managed Gin the interest
of the majority Of the stockholders Ia
IN, c,cnsinn of the interest Of the minority
instead Of in the interest Of ALL or that the majority OF
the STOCKHOLDERS the trustees voting To- Themselves
IA officers excessive suncs then such minority stock
holders are authorized To petition the supreme Court for
the appointment Of receiver or receivers. The re-
ceiyern are authorized take possession Of aud wind
M the affairs ~ the corporation after the payment ~
their own cNprnsr- ont o the corporation property and
the payment oi the debts they are To distribute the rest
If tc s-r- propoi tiOnHtty among the stockholders.
The part 81 the bill however. which II attracting the
cc ,at The r"rcyrr M WITHIN month nirp n.
ponncu make an appfaisa! oi The value per sharr III
the capital stock, and annoinoct to thr Htockholdcr-
Then il holders of the majority OF the stock. any
one of them SHALL within one month hitcr The announce
nrnt of the appraisal - made buy the shares of stock
held 10y the pctiti0nng minority creditors, the receiver
shall be- discharged and the corporation shall pay all
costs Of such recoiyerap and shall resume control Of
| S business
The bi further forhds all transfer Of stock from the
time OF The appointment Of receiver io the time Of the
announcement OF the appraisal. Tho measure seems 10
have passed through The Assembly without attracting
| much attention "l debate" some slochhulhrrs III hI~c
corporations whu have learned The thhn ter o the pro-
posed have written To- the NcwIork senators calling
their attention 20 IT. one of them -ih on Saurhy:
IL do not believe u possible thai such b c0uld Po
through the Senate n liz provisions were really under
stood. II it did am SUR that the Governor would
| never scu H. Why " th.7 las shOud 20 into eject,
| there is scarcely manufacturing corporation In the
state any considerable worth that would not at once
be dragged into the courts aud nd S m-incsH bf1hcn
up 10y the Ia, yitihc litigation Doubtless IA many III
stances the rights Of minority stockholders infringe
upon or dl-rcgardcd and perhaps they should hc pro-
tcctcd by suitable lcratiOn hut certainty NOT ~
such sweeping law as this. Thi, would not he proiec
ton II would disastrous license. OF course the voice
of the majority stockholders cOntiO OILS Ito affairs, and II
ia unavoidable that should not meet the ideas of the
minority You VIII find that Ia almost every such cor