The Anaconda standard. [volume] (Anaconda, Mont.) 1889-1970, 1898-11-29

r. the law and rule Of decision In this
| state and IA in full force until repealed
by statute. such Is the deciaration OF
section 30. NTH division, compiled
statutes OF 1887. II Is TO be observed
also h a statute Is not presumed to
work any chang in the rules OF the
common law beyond IN express
| ed in its provision. or fairly implied In
them, i'm order 20 give them full opera
ton. For the written law TO effect q
repeal Of those doctrines or tne COM
mon Law which are not unsuited 70 our
condition. the intent OF the legislature
to bring about the change must be
| clear: and N the intent be not fairly
| evident the common law remains the
| rule of decision. The rules OF the COM
mon law are not TO be changed by
doubtful implication.
In the matter Of affording protection
to stockholders in mining companies.
the court makes the following pertinent
remarks:
There seems TO be reason for AFFORD
ing greater protection TO tocknoioers
in mining than 10 those in other indus
trial corporations. Mining. oil all legiti-
mate enterprises. Is probably the roost
uncertain and. indeed. precarious.
Mines and mining claims are more SUD
ject to sudden and unexpected nuctua-
lions in real or seeming value than II
any other character of real property;
and this is true I'm a peculiar degree as
to those OF gold and silver. which In
1857, before the copper output OF Mon
amt was as considerable as II has since
become, constituted the chief mining IN
dustry in this state. The temptation TO
sell or dispose of such property unad-
visedly or ~fraudulently and the facii-
ties to that end recognized by the COM
mon law, induced the Legislature 10
prohibit any transfer not consented 10
by two-thirds of the shares.
In conclusion. the court lays:
In reaching the conclusion
ed we have not overlooked sections 4oi'
4ss. 46s. ass and 4s9. Fifth Division.
Compiled Statutes, 1887, providing That
an Industrial corporation may increase
or diminish its capital stock, extend or
change its business TO any other branch
of corporate pursuits, extend the term
| of its life, or dissolve and disincropor-
ate itself by appropriate proceedings,
whenever two-thirds OF the
ers al a meeting called for the purpose
decide by vote so to do: although coun-
sci have not referred to them. We arc
satisfied that none of them has april
cation to the facts presented In the case
at bar. The meeting of June 8, 1898,
was not called for the accomplishment
| of a purpose within the purview or the
sections to which reference a ;ust
been made. .
But there seems to be neither a sale
or an exchange. nor other disposition
OF the mining property WITHIN the
meaning OF the statute. Il otnerwise
dispose does not signify and include
Ito give away" within the meaning or
the statute. The New York corpora
ton Is formed. 1t has no property. IL
possesses nothing but a name. Attempt
is made in the name OF the Montana
company to convey its property to the
| New York company, for which the
Montana company receives nothing IN
return. 1t does not exchange IT'S prop
erty for other property. There Is In
enect simply a change OF corporate
habitation. SO far as stockholders are
concerned. they are perhaps permitted
TO exchange their shares in the Mon
tana company for the same kind OF
property in another state, and the laws
OF Montana for the laws OF New YORK.
The statute does not provide that by
a two-thirds vote stockholders shall ex-
change their shares for shares in an
other corporation or in the same cor
poration with changed citizenship-it
has no reference to such a scheme. A
stakeholder. we think, may not be COM
PEELED to take In lieu OF his stock In
the Montana corporation an eaual
number of shares in the New
OIh 49,
OF those shares; nor can he be COM
PEELED to accept payment for his shares
in any other way other than that pre-
scribed by the Montana statute on a
dissolution of the Montana corporation.
The Montana company convey all its
property and gets nothing in return.
II the trustees attempt to wind up IT'S
affairs under section 4S9. supra, there
would be nothing to distribute. The
new company promises to issue certain
of it's shares to each Montana stock
holder. but we are unable to see how
he can be deprived OF his interest In
the Montana company without his con-
sent. Our statutes do not seem to confer
upon two-thirds of the or
a solvent and prosperous corporation
the tight to take the citizenship of the
corporation to another state without
the consent of all the stockholders. The
transfer OF the seat OF corporate au-
thority. and domicile and citizenship.
of a corporation from one jurisdiction
and state, under whose constitution
and laws the corporation has been or
gsnized and conducted. to another jur-
isdiction and state with a different con-
%stitution and code of laws. certainly
should not be undertaken without clear
and ample authority; and no authority
Is found i'm our statute permitting this
TO be done. Taylor VS.. Earle supra Is
directly In point.
Holding. as we do. that the proposed
transfer Is ultra wires the corporation,
and therefore void, consideration OF the
question whether the Transaction
would. IL accomplished, result in a con-
solidation or merger of the Montana
company with the New York company.
Is unnecessary.
The order appealed from is affirmed.