The sun. [volume] (New York [N.Y.]) 1833-1916, 1905-04-12


ions Of six counsel, three of whom were
YER"
The lawyers named, il was said, expressed
grave doubt rs to whether the mutualiza-
ton plan could be carried out by ignoring
the stock The other three counsel we're
William B. Hornblower, cambridge Colby
and Charles d. Guthrie. They advised that
the plan could be carried out along the lines
proposed.
I'm order, however, said Mr. Untermyer
TO remove any difficulty, and in order that
the question might not be presented, Mr. |
Hyde and his co-triistees, as owners Of a |
majority Of the stock, agreed 20 take that |
out Of the forum Of discussion, 10 remove |
that issue and to assent to mutu8 lization |
winch would give twenty-eight directors |
70 the policyholders and twenty-fOur TO |
the stockholders, but upon form Of charter |
which would provide that section 81 Of the |
insurance law could not be again invoked |
20 take away the rights Of the twenty-four |
stu reserved-that there could not he any
further amendment OF the charter taking
away this minority right Of the stock with |
out the consent Of three-ffths Of the stock;
so that the form Of the charter now before
the superintendent contains the provision
that there can be no further diminution
Of their reserved rights without such con-
sent.
IF counsel for the defendant" Mr.. Inter
myer went on, "is right now in his state
ment that section 50 Of the Insurance law
can be invoked without regard to the rights
Of the stock, and II the courts uphold the
contention. we have nothing for our agree
ment; we have been hung UP and have
given away property rights which could
not have been taken away from us without
our consent. II IL not only the right TO
vote, but the control Of the corporation,
the control Of the board Of directors.
BUT THE PLAINTIFF HAS NO CASE.
Mr.. Untermyer argued that the question
Of whether the naturalization can be effected
under the section referred TO was not before
the court for decision. BY reason OF the
fact that a ma iority OF the stock has con
sented 10 the naturalization, counsel Tor Mr..
Hyde declared, the plaintiff has no stand
ing in court and has no case The majority
OF the stock having consented, Mr.. Inter
myer said, no property night ia involved,
and the Court is not called upon 70 pass
upon the question as TO whether the charter
can be amended without the consent OF the
stockholders. The property right, II there
be property right, has been relinquished
I'VE want said Mr.. Untemyer 'the
Amendment OF this charter made in form
that il going TO protect this stock; that is
going to require that these people TO whom
we have surrendered these rights shall not
take advantage Of their surrender 20 take
from us something which they agreed should
be reserved.
II was. Mr.. Untermyer declared, upon
this ground and this alone that his clients
had interviewed In the motion, and he
asserted that they would oppose the in
junction quite as heartily as the defendants
will. aand perhaps a little more 80.
Mr. Untermyer, referring TO President
Alexander reported statements that after
ali the society's obligation on future policies
and other liabilities bad been met there
would still remain OF the tsooOO.OOO surplus
StO 600 600. and that the entire surplus be
Ion ged 70 the policyholders, said:
AMr AleHander'e opinion az TO where
this surplus belongs IL hardly entitled 10
be considered Of any great value IN tins
case Mr.. Alexander is trustee Of the Hyde
estate; he is the trustee Of this stock. To
saw the least il Is a little indicate for this
tr,Istee 10 be voluntarily interviewed in
The newapapers to the effect that the estate
has no value, voting power or interest IN
the surplus.
HoRNBIowER STICKS TO HIS GROUND.
Mr.. Homblower, in continuing his argu-
ment on behalf Of the defendant, declared
again that the shareholders had no interest
In the societya surplus except In ~ FAR as
the par value Of their shares was rom
oemed. ,,,, ST.
the society should 60 into hqmdauon'
settling up all its AFFAIR." Would not the
stockholders have an interest in the caseI'
Mr.. Hornblower replied that he dld not
think ANYBODY in the court room would ever
he called upon to consider such conun-
Mr., Untermyer wanted 70 know whether
the courts hadn't decided that t46OOOOO0
was a suficient reserve fund.
Twill YOU please let me argue his easel
interrupted Mr HornbloweT. It e az much
as / can do to answer the Court without
! answering you
cit seems TO me to be more than you can
do remarked Mr.. Untermyer blandly
Then Mr.. Honblower reiterated as coun-
| sel for the society that in his opinion the
! shareholders did not own cent IN the
He denied, az he did on Monday, that
! any property rights Of the stockhol ders
/ were violated in the adoption OF the pro
! uosed naturalization plan and asserted that
! lie Legislature had the power necessary 20
| deagatp 10 a corporation the power N alter
| % amend It's charter. even though no pro.
| Vision covering the power was Incorporated
we Relieve, Mr. Hornblower concluded,
/ that the world at large approves this
/ mutua cation plan. Yet two stockho lders
| one With thirty-eix and the other with fifteen
! Ala res come here and say they have veto
over 10 quash this Who'll naturalization
/ proposition
SHEPARD REPLIES TO uNTERMYER'
! Mr.. Shepa I'd, replying especially TO Mr.
Z I'nteruye declared that the consent OF
| the ma iority stockholder had nothing 70
/ 40 with the points at issue In the case
/ IN was a matter OF pro perty rights ne SAID
/ ------