Evening journal., 1916-07-26
Vigorously That DUPONT No Right Buy Stock

control or the corporation, may De
taken as true II may also be taken
as true that, if all the other stockhold
ers except Rionda and the complain
ant should surrender the proposed
proportion of their stock as set forth
in the circular letter signed by the
secretary of the corporation, request
ing such surrender. Rionda's two
thousand two hundred and twenty
seven shares retained by him would
give him a controlling stock interest
in the company II may also be ac-
cepted as true that Rionda intended TO
produce this result by the said pro-
posal, and that his own interests we're
the impelling motive for his conduct
in this regard
II does not need the array of authority
cited by the counsel for the appellees
TO establish the proposition that, in
the respects herein under considera-
ton, the majority of the stockholders
are not trustees for a dissentient stock
holder and have a clear right to vote
on the ground OF what they consider
their own interests, in the acceptance
or rejection Of the offered plan for
reducing the stock of the corporation.
II seems to be a clear case Of mere
difference of opinion between a large
majority Of the stockholders and the
dissentient stockholder. who Is the
complainant. II the defendant should
hereafter abuse the power he has ac-
quired by ownership Of the majority Of
the stock Of the defendant corpora
ton, the complainant or any other
minority stockholder, has ample
remedy to restrain such abuse or
power and obtain redress therefor by
public or private suit. But the mere
averment that power unlawfully OBJ
tanned may be, or often is intended TO
be. thereafter unlawfully or oppres-
| sively used by the defendant. pres
ents no ground for equitable relief"
Financing the Enterprise.
OF course they formed the Securities
corporation. There are two views to
/ take of that: One is the view of my
learned adversary, when he says that
it was formed for the purpose Of ac-
quiring control Of this Powder Com
pany The other view is the one that
is testified TO and sworn to in the
evidence. Mr.. Pierre S. DUPONT was
examined critically upon that subject
Question after question was asked OF
him. Wasn't that your purpose or
motive?" His answer was, Il had
no other motive or purpose than TO
finance this enterprise" Isn't IL a
perfectly reasonable method of finan-
cling the enterprise? If there are two
views TO be taken of the transaction
and one is consistent with the sworn
testimony of the witness. and which
is consistent with fairness and right
and equity. and the other view is an
error and wrong. which one do We
take? Why, we take the one that /.
consistent with the story Of the wit
nesses and their innocency in the
matter The court will not infel
wrong-doing without there is SOM
J proof as a foundation for it.
They organized this company 70
the purpose of financing this enter
! prise. and it was a capital scheme Z
2 finance IL. It was the right methoC
2 They corralled into this corporatio
, fifty per cent. more of the stock so tha
! they had ninety-one thousand and som
? hundred shares in It. In then oifel
2 ing the securities 10 a lender of none
b they could go TO him with the asset
, that they offered at a fifty percentur
protection on IT, Why shouldn't me-
/ unite 10 make a corporation and carr
out their plan in that way? And evei
] if il be true, as my adversary says
! that there was an attempt to gail
control, the attempt to gain control o
the gaining Of control does not en-
! title TO equitable relief. There Is NJ
remedy, but the abuse Of power ma.
be corrected. Where is there an.
abuse of power shown here? Ant
, how would that, if il existed, b.
! remedied in a procedure like this?
There are so MANY things that
would like to say in reference 4
this, the most interesting case know
J but time is flying and l know that
have taken more than ought to hav
/ taken in my oral argument. Their
: are two things particularly that
wish to direct Your Honor's attention
, TO. Ny learned adversary feels tina
: If the action taken on the 9Th and 10u
{ OF March is defensible that is the EN-
) of this case. For there was an offe
5 and refusal on the part of the corpora
! ton to take the stock. He has salt
: so in practically those words, tha
t this was an effort-he charges some
I body with having advised Mr., P.
p dupont that that was the case II
= said thas Mr.. p. S. DUPONT had a law
2 yer and he got advice on one point an
: probably had advice on the othe
5 point. He asks you to jump over tn
/ chasm that exists and to conclude tina
he got advice on that subject. Their
! Is an important element in that his
{ tory Of the advice given about tn
{ corporation action that ought to b
. borne in mind. Mr.. Pierre S. duPon
4 says that he talked with Judge Laffe
( before the meeting. Mr.. Laffey say
e that he went TO see Mr.. DUPONT an
/ Mr.. DUPONT showed him the letter @
[ March 5. and when Mr.. DUPONT show
ed him the letter of March 5. he sal
;. to Pierre S. DUPONT not endeavorin
r to find any excuse for beating his ow
e proposition. as Mr.. Johnson puts 1
e but he said to Mr.. Pierre S. duPop
e Il do not think that this is lawful,
e and at a time when this man had n
e more interest in the transaction tina
= | have He. as a lawyer, said wha
(. would have said under these eli
= cumstances,. Il do not think that th
corporation can acquire that stoc
I when. by acquiring 1t, you impair th
G capital Of the corporation" Ths
[ ought to be borne in mind when th
r stigma is put upon Mr.. dupont ths
a he was trying 10 play with stacke
S cards. as my friend expressed /
e They say he must have had some az
/. vice that his holding of this stoc
o could not be defended unless he e
n the board of directors to reject IT,
r say his holding Of the stock can /
n dnfnndnd snccessfnll, nhan the hnar