New-York tribune., 1903-03-28
AGAINST STRIKE SUITS.
Carnegie Steel Componys Charter
Has NoUeL Feature.
BOOKS NOT ALWAYS TO BE SHOWN.
icy TELEGRAPH TO THE rR1BUxE.l


Treneton N. J., March 27-The National Steel
Company reorganized yesterday by the merger
of the Carnegie Company. the National Steel
Company and the American Steel Hoop Com
pany filed an amended charter to-day changing
its name to the Carnegie Steel Company. This
action is the result of stockholders meeting
held at East Orange yesterday, at which II was
decided to retain Mr.. Carnegie's name In the
consolidated company, as was announced IN
these dispatches this mornong At the meet
ing 629,99J shares Of the stock were voted IN
the name of Lyman J. Gage as president OF the
United States Trust Company. which holds the
stock as trustee for the United States Steel
Corporation. Charles NJ Schwab, Eihert H
Gary. William z. Corey. Thomas Murray and
William w Blackburn. comprising the board OF
directors, voted one share each. The amended
charter is based on that of the original car
nege Company, but with several mod1fcatlons
and additions agreed on at the stockholders
meeting yesterday. The most important change
is provision designed to guard against strike
suits which is entirely new feature OF char-
ters issued here. and takes advantage OF the
recent decision Of the Supreme Court in the case
of OHara against the National Biscuit Com
pany in which a mandamus was refused to
compel the company to exhibit its stock books to
the complaining stockholders. The court held
that a stockholder has no inherent right to ex-
anime the company's books unless for some pur-
pose germane to his status as a stockholder
The amended charter provides that while the
stock books shall be open to every stockholoer
in business hours. such examination may at
the discretion Of the registered agent, be re-
stricted to his own stock unless 1t be shown
that he has some legitimate object IN view. Ihe
section in question says:
The corportion shall keep at its principal and
registered office in this State the transfer books,
in which the transfers Of stock shall be regis
tered, and the stock books, which shall contain
certain names and addresses of the stockholders
and the number of shares held by them respect
lively, which shall at all times during the usual
hours for business be open to the examination
of every stockholder In person on application
in writing to the registered agent Of the corpora
tion in charge Of such office and having custody
of said books; but the registered agent may re-
fuse permission to any stockholder to examine
shares owned by such stockholder). unless salts
fed that such examination and the information
to be acquired thereby are desired for a legiti-
mate purpose and not for q purpose hostile to
the interests Of the corporation its individual
stockholders; and the determination Of the regis
tered agent shall be final and conclusive.
The decision of the court in the O'Eara case
together with the charter provision Of the Car
negie Steel Company, aroused interest to-day
in bill introduced by Assembyman Miller and
passed by the House this week. The measure
was designed to prevent such strike" suits as
held up the steel corporations merger plans
last year by providing that before suit can be
instituted in the name Of a corporation the writ
ten consent Of at least 20 per cent of the stock
holders must be obtained. The passage of this
bill, it was suggested to-day, with a charter
reservation making the company the judge as
to whether or not it should give unlimited free
dom to stockholders in the inspection Of Its
books, would make it almost impossible for
holders of nominal amount Of stock to harass
corporations, in the past. In the event of
failure to obtain information as to the number
Of stockholders requisite for bringing a suit re-
course can still be had to the courts, under the
decision that stockholders may have access to
the books where the object sought is shown to
be germane to their standing as stockholders.
Other amendments in the charter change the
registered office from East Orange to Hoboken,
and set forth the objects:
ITO mine prepare for market market and
transport coal, iron and steel and all mineral
substances.
ITO manufacture buy. sell, deal in and deal
with iron steel and all other metals and metal
lie compounds coke and coal. and all the prod
ucts and by-products thereof.
ITO promote. construct, provide. acquire
maintain docks, wharves, bridges, reservoirs, ca
nails, gas works, electrical works. factories and
furnaces, and dwellings for employees outside Of
NeW-Jersey."