Birmingham age-herald., 1895-02-19

doing 3busfness h this state. This, IT true, iS not material, since the failure of the law making power In the past to enact proper legislation to prevent the evils brought to light in the controversy be- tween these two corporations is no reason why the legislature should not provide yaiust the recurrence of like in similar contrayersies in the further developments of the state. While the provisions may affect only two corporations, it applies alike to all corporations now existing or which may hereafter exist. But since allusion is made in the message to the controversy be- tween the two railroad corporations mem tioned, and since so much has been said in the press on this subject, it may not be improper to make some allusion to tue merits of the controversy.
 ssThe real facts have been sedulously concealed, or at least not brought before the public, ill all of these publications, which have proceeded from partisan Standpoint, in the interest of the Cincin- natl, Hamilton and Dayton Railroad com pany.
 ssIt has been said that the Southern Railway company is interested in the bill and is seeking 10 secure it's passage to en- able it to acquire control of the Alabama Great Southern railway. The Southern Rail- way company has interest in the bill except ths-it expects to be bidder at the public judicial sale of the majority shares of the Alabama Great Southern Railway company, limited, of London, to be had under the decree of foreclosure Of tue United States circuit court at Knoxville, Tenn, some time in the near future.
 ''At such sale It is believed that the Cln- cinnati, Hamilton and Dayton will also be a bidder. The Southern hopes to be the highest and best bidder and to become the purchaser of such majority. shares; and If 1t becomes the purchaser 1t hopes 10 exer- else the voting power aud control in the English company and it's corporate alter ego, the Alabama Great Southern, as It ought to be able to do as majority owner oi such shares.
 "rbose majority shares are now held in trust by the Central Trust company of New York as trustee, and under the deed of trust by wnica the stock was conveyed to it to secure the issuance of S6, ,O00, 900 of first mortgage bonds by the terms of such conveyance it acquired the right to vote those shares in all corporate stockholders meetings of the English company It has not been allowed to exercise that voting power. It's lawful proxy sent over to re- cent meeting of the English company, al- though in the same form which has here- tofore been recognized without objection, was on this occasion arbitrarily repn- diated. Directors representing the Ciucin- nati, Hamilton and Dayton have thus been elected by the wrongful act of the minority stockh olders, and have installedt them selves into full possession of the property.
 'sIt must be borne in mind that the English company owns all the shares or stock in tue Alabama company, and as
  bama property through stockholders' and directors meetings held in London, Eng- landss Any fraud practiced in the English meetings is difficult, if not impossible, to be raaahed in the courts of this country. The3En gIish company has no officer or aged iH Alabama, and cannot be sued in the kodrfs of Alabama. =.
 'sAndher subterfuge adopted by tho mil nority shareholders to wrongfully gain control of the company was this: The otorLholdaret a held in I,On- donl and before any director in the Eng lish leo n1pany can be elected, unless he be one of the existing board. his name must be posted for ten days before the annual this requirement. the Central Trust com pany as majority stockholder accordingly posted the names of the directors 1t favored, butto defeat the election of these persons the existing directors called the stockhold- ersi meeting, as they had the power to do, upoH seven days notice for the purpose of disqualifying the directors proposed by the majority stockholders.
 Inltbis way the minority stockholders of the company have wropgfully and fraudu- lently gained control of the property, ,which theysare using for their own advantage, without any regard for the rights or wishes of the real owners of the property.
 f7s t.The Commercial club and the newspa- pers of Birm D g ham are unwittingly, as we trust, simply combining gigantic fraud prscticed upon the American majority holder of the English shares; they are blindly and ignorantly seeking to com pound the felonious rape of an entire rail- road system by upholding the Cincinnati, Hamilton and Dayton interests and bit- teriy denouncing the Southern, which is doing them no injury and wishes them only good.
 "Why should not the Alabama Great Southern in the hands of the Southern Railway company be competitor with the Louisville and Nashville? Would it buy the Alabama Great Southern simply to kill it or destroy it's value? Is it not common sense to assume that they want the prop erly to develop IL, and, with it, the vast area of trade and commerce opening in it's way to Cincinnati and beyond? But how ever this may be, the ends of justice re. quiro that the real owners of the property should bs entitled to control it, and no honorable or right thinking man, when fully advised ,of the facts, whatever might be his temporary or selfish interests, would wish it otherwise