New-York tribune. [volume] (New York [N.Y.]) 1866-1924, 1889-01-10

snarenoiders' follow such dividends and require tho
dividends are tS be declared by the trustees must be
& Rq holders q sasS as
may have az against the trustees. can only be
forced by the totally Of certcatehoders repro
Again. the relation existing under The deed between
corporation is not as we have seen the usual re-
afon Of shareholders and directors. but strict con-
poratIo may use their honest judgment with regard
10 dividends and also as to the tadicous application
recors of the various corporations agents Of
the trust board, and in unqualified terms requires
The effect Of this would be the Same even II in.
dy.dual members of the trust board were also share
they would transfer their shares to the board and
accept from the board their due proportion of. the
the shares OF all the corporations and the corporate
Shareholders, whether members Of the trust board or
accepting nom the latter trust certificates in effect
abandon their corporations, relnQuish their powers
look solely to the trust board for future guidance.
control and profit
UNIQUE THING IN CORPORATIONS.
It IS the first time in the history of corporations
that We have heard Of double trust in their man.
agement and contro-one set OF trustees elected for
may to manage the corporate affairs and second set
created manage the rst-the shareholders in
teen corporations leaving their functions with regard
TO their regular directors to be thought out and per
formed for them By what amounts to board Of
guardians.
Let look at the situation Of the directors
q e ss sss ~ director SS sbs ss
own at least share. But the deed requires the
poraen Now these cannot under
the terms Of thor trust sell or pledge single share
hands Is subsantsy q deaG 1t evdcnecs no In
dvidual right IT measures no propoitionate interest
except to furnish the trust board With formal voting
power 70 control the direction OF al the corporations
the boards Of directors in the various corporations
The dranghsman. however. ATTEMPTED to provide for
'ns The said board may transfer nom time to time
to such persons as II may desire to constitute
many Of the shares may be necessary for that
purpose to be held by them subject to the provisions
BY the president and treasurer Of the board in behalf
OF and attorneys for the board for that purpose.
and to be retransferred when SO requested by the
Hero there is no pretence of a sale. Tho neces-
the board may desire 70 constituts directors, TO be
held BY such directors subject TO the provisions
requested by the board. This clearly bears out my
previous observation that these corporations exist as
under its authority without single genuinely quail
fed Director in fact, without directors at s in tho
necessarily tho creature and agent Of the trust
s rss share nor c al Ss y ns &c
upon ito him or TO any one else For that very
holding Of t6s eless share of stock by the director
Sndu! be- aV when not
a compliance with the statutory requirements that
the directors shall respectively be stockholders In
such company
DIFFICULTIES HEDGED IT ROUND.
There is further evidence, upon tho face Of the
deed OF the difficulties which surround the execution
OF the contemplated project Each refinery might
have had debts, and all probably had assets outside
of its plant II would have been impracticabe TO
issue trust certificates in proportion to tho capital
capitalized for much moro than It's real value while
another mght be capitalized for less and stun another
precise value. 1t necessary, therefore, 20
distribute the trust certificates in proportion TO the
real value Of each properly But here again there
mortgages upon the realty, floating debt. and tho
possession of material and other personal prop.
board were to be substituted for the corporate
shares, must be proportoned upon the realty fixtures
elusive Of the transmutable stock and other personal
property; in other words, upon the naked plant
cach refinery and the corporation 70 which q b,lonss
shall be freed from liability and indebtednes by me
shall approve may provide in cash for snch Indebted
pleasure Of the board So much for the dsbis Then
70 q, che assets cher III Than vt The plant provision s
and TIE values thus fixed 10 be paid in cash BY
the trust board to The treasurer q each corporation
vidTg he trust board with the means Of RAILING
money and IL was undoubtedly with this view that
was given to raise the necessary FUNDS by mortgage
ato be made by the corporations either any or all
shan be satisfactory to such bosrd.S
PROVISIONS FOR EXTENSION.
This covers in a general way the methods adopted
by tho parties TO produce cohesion between them
selves. But they did not stop there. Provision is
made for Ae gathering in Of every other existing
refinery t"in every instance TO be incorporated'
and IN fact four Others have joined the combination
since the dc signed By the original partnerships
and corporations and the evidence shows that in the
entire country but five sugar refncres Of the character
IN qSoi ,rst boad Is also provided with additional
means for adding recruits 70 the combination and 70
facilitate gen adhesion thereto. II was With this
view that tho II per cent Of the trust certificates
allotted TO each refinery was 10 be reserved subject
70 DC ssPGssc ~ Of OTHER penares TO be-
come parties TO this deed and lest the accretions
well as what might be derived through the exercise
of the other powers OF the Board tho means IS snoaed
ca Gates s syen l beyon ~ t t@$ 5ooooooo
II is not strange that this extraordinary document
should close with provision for strict e. dcyeros az
corporation, firm, person or persons whatsoeyer
except by the express direction and c1der OF ne board
We no come 10 the legal question-is this COM
bination Of corporations merely accumulation Of
stockholders Tho defendant claims that unless AT
thorty 70 sign the trust deed, given by the directors
of each corporation at q regular board meeting, is
sfBr7nativey proved the acts complained Of are not
CORPORATE acts. ms cOntenfDn lknoxeH WIZ .as,
proved In the case that the corporate acts provided
for by the deed have actually been performed by me
corporations and that the deed has In fact been put In
execution The proof shows that the deco was actually
signed by tho firm whose names appear 70 10 ap
pended thereto and TO thc corporations oy persons
protesting to represent them; that the nrns we've
turned into corporations pursuant 10 the REQUIRE.
nents OF the deed that the shares OF caplfn stock OF
ali the corporations Including tho four that have since
come in were with single exception transferred to
the trust board that the trust board has issued and
distributed the trust certificates and that dividend OF
10 per cent has actually been declared ana paid
Where did the trust board. obtain the money with
which 10 make that dvidendi Necessarily from each
under the provision that the profits arising
nom tn business Of each corporation shall be paid
over by IL TO the board hereby created such certain
l. is the fair Implication from the fact OF me receipt
by the trust board Of the necessary fnnds nom tho
various corporations in connection with deed pnr
porting 20 be signed by their officers ana containing
this provision Thus the corporations actcd UPON the
deed and performed one OF the most VIAL duties
Imposed upon them thereby.
NOT TENANTS IN COMMON, BUT JOINT TENANTS.
Further, It appears that ell the capital stock of
transferred to the