New-York tribune., 1902-10-12
STEEL SUIT OPINION FILED.
THE STATEMENT OF JUSTICE VAN
SYCKEL IN THE BERGER CASE

Trenton =. J. OCT. II ,speciap.-Jusucs Van
Svckel filed TO-DAY the opinion Of the court Of
Errors and Appeals in the case az Mrs. Miriam
Berger against the United States steel Corpora
ton, IN which the court recently ordered set aside
th- Injunction restrainins the compary from con
verung S2o0h On of preferred stock into bonds The
opinion coustrues several sections Of the corpora
ton acts, and saws that the most liberal interpre-
tauoa must be giveD - those sections providing
for the retirement OF stock After recitng the facts
connected with the litigation Justice Van syckel
saws
IN presence ot the f7ct that more thsn 90 per cent
~ al. the stockholders ~ attendance a. The meet
'nS. personally az sy proxy. voted ln favor ~ Inc
expected that the court Is imprsssed with me 5e.
et laat me eompainant VIII sgasr any saosta2ual qua,
crtheless II it appears that the proposed action
s without legal authority me complainant cannot
he denied IN Ieei she seeks, but In passing upon
thls controversy the sfyait-t care must p- %
harehodsrs axe nor deprived II thsr rights BY the
Nery few dlssensous
TIE question % ~ solved. Justice Van Sycksl
says is whether the act concerning corporations N
connection with the oeTtincaJs dled under H. con
tairs srant ~ power 10 retire stock iu the man
nsr adopted BY the board o: directors. The act
provides that the act itself ana ell It's amendments
shall be o part % every corporation formed ufaeI
H. ana The opinion. therefore. holds that the com
p!ainaat has 10 vested right "a retain her shares
of stock IN opposition 20 any lawful method pro-
vided for retiring them Nor under the provisions
~ the act ANY just basis he found for the as
sertiou that her vested nights as stockhoider are
impaired by TIE purchase by the corporation % its
own shares Of stock. The opinion e-umeratss sew
eTsl ways IN which stock may be retired by a vote
OF tzo-thirds n interest - each class ~ stockholf
ers They
Cd p retrirs or retgeing sny class ~ STOCK es.
st ho!ders 20 Bv lor and THE is also compulsory
90 by suITe-aer ~ saaf-s ai- -7 - In
moi above par ~ certain shares for retirement
By sG lsTl9g ,ssTss s Ssr oqsa sse o y .bsf.. a
II IS importsnt 70 notice 'hst this legislation "a
shares BY q iwo-th,Tds vote n the s,2eknoldeTs
which it can with any desree ~ tacii.N pF eA7r-
j Is INSISTED on behalf - ~. cor'plainant tha,
ne resolution 81 ne directors does not within ne
meaning ot Section % of IEe CorpoFatlons eet Pro
treul-nt The alleged innrm,ty Is ma, ne trans
rbsSe ~ certain shares sni thar the amount az
lie secrcase and me number ~ shares which mtf
he 2Irc4asrl 81, h tS.t3i- r1t resolution declares
ihat The directors desire 20 retire e"y PfsieTre9
shs Consent thereto that number ~ shares viii b
retired o@t ot We E.-as 5Tror b. Construed 10
meant that paruculst sEaL-f, ga, -,t si5sW ~
spesi6ed Tast would give ne majority ne power
- make an unjust iS{ ~ srS - sceept
he b6r1s and cannot ee reasonably deemed -
IT, -orporatou act gives express power - retire
shares by rcaase ana Vat proyis.2G iqGs' -
t,Ltatt 10 which the complainant holds hcr st2ch
- -J5.--rr therefore be plauslbly maintained mat
tEs-1- c4rrot b. purchased Tor retirement nN ca-h
~ r-rbr 10 purchase carries WIN ~ ih- rig Elli
% T,at. eu-h terms a. car he agreed upon win
- - -srFor The company could say 20 the se.leT
-. 4, vouId take the stock ar the onered pfIce
10 81 ir one werk one month. ara y would
lf7' ,v4nsa rton, and n credit ot one week
~ @r. month could be given. ~ could hf EXTENDED
o - o.iU cf the vendor The right 70 create
49, srso carries with 70 the night 10 secure y ~
-. rr I'D heru-ise IN the absence ot any statl
- -, srestraint upon fhe C'rporauon
a n
49,, ,r~roz4 70 reduce The capital stock bv the plan
- -,,vs-si,n he Is unable 80 assent 30 the propo-
e',tcr ~ the complainant that ~ - preferential
- s.rra opportunity. hs saws, is given 10 all 20
..rt the offer. none are excluded and the com
TIs,rart who has declined the ofr-r cannot say %
- -r,.t,-rine who have elected 10 accept II that
/ -. ba,s btcn preferred. There has been no act
% nr.f,rer-e on the part ~ m" corporation. hat
IN ,,sifion occupied hy tho complainant rs n her
own option. He continues
The sufficient answer 10 an thess objections IL
/ -, 49,. scheme adopted IS within perFlew of The
.--,crgfou act Of $50 and of the certlucate OF m
/ (or,''orsrinr Of which the act Ia contemplation Of
law ~ part ana The complainant holds her shares
s-,bis~t hereto Gnd 20 all the consequences which
I flow n