The times dispatch. [volume] (Richmond, Va.) 1903-1914, 1905-06-28
making the transfer was to apply the
email +, mount of proceeds that was obs

tho unsecured debts Of the company.
held by said Gould. IL the dlspositi on
10 f sa p'! Pqa X jay ts dod IN his trans
exclusion ,eli OF the interests OF the COM
pnnY Is not distinctly shown ny these
hard to conceive Of q case In which sucil
conclusions could be arrived at. ..s
t. the request had bee p tse e lh n
stitute proceedings, 1t must have been
futile for It simply would have been. ask .sls
/, Ing, them to go into court and set aside
and apnu telr own 1,d apslon American
pa III ene Car fas Company IN. is, % Fed.
! Rep, 1853, the suit was brought by an
Individual stockholders 10 set aside O., q
about to BIO made in pursuance Of q reso,
Tuition OF the Board Of Directors and
the court, maintaining the right OF a pri-a
s tbe Of the
assets by Denham was made by him
| undor the orders Of the Board Of D'r &C.
tors OF the Maine company. under 7 the y,
giving such order the Board of Directors
acted ultra wires Slrelyy It would PC q
| mere matter OF FORM, subscribing no goou
purpose TO call Hp9n the noara
] slitutc proceedings for tho rurpose OF
4 declaring. its own acts illegal. ~, -,
4 But, as is well said, when the Dill an =
ats avsI1Gnts ,,uns vi. nI,ynns'inf differ
s snt stntcs. and there is no collision, all
t,,,,s .a.e n,,d No "a exnlt tho means
a in,.a il ti,.. org, am r. opnion that
~ ,,,,r,.er .ho,,ii he overriilnd and
tho defendants required TO answer. y !, 4,
easH Ct rqup Fsd Rep slo suit suit
company 3ii, ~; 80, matchmaker against the
u "ma tIa "a Inc directors alleging
thai the majority OF the directors In co ,
/ spp.,uuy ~, ,,,thnr,znd note OF the com
n rn,uus and a. The PROCESSES OF the court
t thereon to fraduiently transfer the own
holders 70 t IN reht I, a the Individual
sta.si,niissr 10 enc. : saya. Al B.
mcn,a W sbows TN that tho controversy is
mem, mems tia1Iv hetwcen citizens Of differ
sut a. tes and ,hat there lis no colltl-
s sion. iii Of the ends Of the rules are
~ ny ~ - ans boyes the end
49, III 4 AstocKholdcr who has been
i, ~ ~ III. 'inteTest Nv his trustees can-
S nnt hrno anti to arrest their fraudulent
DOING mere Is no snc shs. a ~ ali ii Is
smhst,n ~ ttal 4 rIsht. which opens 10 him
s,,ch a forum hs any other substantial
,,nnu a.. t''tn ana 8 the rule 10 hold
t upoh 4 i s,,hstantial right must be lost
ma ~ wi ad 'stnck holders can
w %1,v ,he ,sn ana ei demand Of them
g s,11t veann suit implying
tSeIr a gym business and moral turpitude.
Such q, processing every sensible man
ou t 2 ~, - 800. g, tmstica knows would
~. u e,o,,n,jnd witi For the fore
o,,1, -, .ons thn demurrer. WITH be over
| sv ,ins = ''N'''N 80 M a III 9s @
ru It 80 Z, bo c,onntv Of Tazewell
In - me case op,,ne M 1u Trnst COMPANY
/ ciiuI 20 Eed Ran. 759 s,,it was brought
t,,1S+ red nsp' a 'p ne comp1ny
nyd IVA . s,1arn,,Trch4 to- and it was Insisted
tnas snI "a nai rnnmcstcd 2 Ia i company to
.oluer III, ~ this the
nnu en- 10 ~ e q.
/ Tin support Of this view. the court is
i ter comnan decided ut the last term
4 - % sunreme Court OF the United
States 1Inon examining the opinion in
4 that case, it is seen that the right OF a
i stockhoIder to sustain q suit in his own
4 nan,e.slnon n a cause d OF action existing
z! in The CORPORATION itself will be recog-
4 5nized when tho suit relates TO fraudu-
nlated bR the acting managers in connec-
I ton with some other party, or among
d Themselves. or with other shareholders,
! as will result in serious injury to the
4 scornora tton ortto the Interest OF the other
a sharehold ers.
I e After enumeratlng other cases In which
the right exists in stockh olders TO sue,
/ the Supreme Court said - Fossil bly, other
L
4 n1edinbie injury or total failure OF
: Justice the court will be justine In cxer-
I cisinr It's powcr..,,s The bill, IT is true
does not show any formal application te
A the Board OF Directors that action be
!. taken in tho name Of the corporation &c
] redress the wrong alleged to have been
4 done Complainant and other !stockhold:
a things touching the control OF the cor.
porate affairs BY those interested n th h.
! dercd a,,ch' n formal applIca ton an idle
ceremony. Under the circunstanees s, de- 4,
ra, ,s ~ ~ ~. this hcarinr he assumed ant
4 in yiew1of the injury which might have
resulted from delay Of suit, 1t was MOI
rea soma HE to REQUIRE such previous ap
nlication to be made to the Board Of ri
rectors. 45 81 st .3s.
SIntPthe case Of Barr y. Pittsburg Plate
n Gias. COMPANY lPcnn,j, 40 Fed Rep.
IL. suit was brought BY. q stockllolde,
@ ~ ~, rralir-tl,at the defendants hat
! entered er Into an unlawful and frandulen
-