The Goldfield news. [volume] (Goldfield, Nev.) 1904-1911, 1910-06-04
Record Your Stock Certificates

recent judicial decision by a Nevada court strongly and plainly
sets out the position occupied by a corporation toward its out.
standing stock certificates. A company is in no way RESPONSE
BILE for the private transactions of its stockholders, and cannot be held
50 when a dispute involves the possessorship of a private individuals
interest in the company. In the case mentioned, a stockholders credi
tors had sought to secure possession of his interests by attachment,
but because the said stakeholder had in the meantime assigned his
stock to another, the creditors sought to compel the company, which
happens to be a very prominent mining company, to issue the debtors
shares to them. Inasmuch as the creditors could not deliver the
original certificate for cancellation, the court declined to require any
action upon the part of the mining company.
The meaning of the decision is 40 more than this, that a corpora.
ton has 10 interest in the identity of stock ownership, Or disputes in
volving claims upon a stock interest. Its duty is simply ministerial
III the matter of maintaining a proper record of its stockholders. After
"a parcel of stock is once issued, the company's ministerial duty is In
dependent of any legal disputes o r assignments that may be made of
the outstanding certificate. Any owner of the certificate, If this IS
duly shown by the certificate itself, can cause the same to be can
celled and a new certificate issued in his name. He then becomes a
stakeholder of record. The company is responsible only for its
records.
In the case of a corporation that is paying dividends, for example
the disbursements go to the stockholders of record. Any intermediate
assignment Of the stock is of no concern to the corporation. Not until
the latest holder of an assigned certificate has caused it to be can
celed and another issued to him in it's stead does he become a stock
holder of record and entitled to all the rights of the stakeholder. The
company takes nc cognizance of him until he is duly of record on its
books.
This is a very simple technical matter that is apt to escape the
understanding of those who r not experienced in corporation affairs
1t sometimes happens that possessors Of assigned certificates neglect
to cause a transfer of the same to themselves, and in such a case the
original holder is, so far the corporation is concerned, the owner OF
the shares. A case came to our notice recently in which a stakeholder
had assigned his certificate but continued to receive dividends upont
because the ultimate holder, evidently not aware Of the dividends
neglected to cause a reissue of the stock to himself. The original
holder, not being entitled to the dividends, was much worried by the
tact that he could not deliver the dividends to the proper person, the
latter being unknown to him. He did the right thing, according to
whom he had assigned the stock. The corporation, in such a case
would have no interest in the matter whatever. 1t may be doubted
indeed, whether the corporation would receive back the dividend IN
such a case, for it would thus be assuming a responsibility not prop
ery belonging to it.. If an investor buys a stock certificate, he should
promptly send it to the company it represents and have it transferred
to his name and a new certificate issued. Failing to do this, failure to
receive due benefit in the way of dividends, etc, is entirely his own
fault.
salt Harvesting at Blair Marsh, soon to commence, refutes the
statement recently made by a number of Republican papers to the
that the Nixon Saline Lands Bill is permissible and excusabls
Tor n reason that the saline deposits are of so little value that they
All well and good. But the Blair operatives are not capitalists, buta