Evening journal., 1916-07-26

this Both sides sent out their ap- |
peals TO the voters. In the appeal
sent out by Mr.. Pierre S. DUPONT
there went forth a copy OF this bill
and his answer 10 IL, printed In that
form and attached TO the letter. so
that everybody could see the accusa-
tion. and see the answer to It, as MT
dupont printed t. That went into
the hands OF these stockholders. and
they came TO the meeting. There Is
a total number Of outstanding shares
Coz 600. There was voted at that
meeting, in favor of the resolution
condemning the policy OF the cor
poration buying It's own shares and
approving the action Of the board OF
directors in not buying this stock,
100000 shares. There were only about
three thousand voted against u.
When we adopt their rule and de-
duct the 10000 shares OF what might
be called the T. c. dupont stock, and
say that Il had no right 20 vote. de-
ducting that from the COZ 900. left 2f0-,
600 votes as a majority OF the votes
at that meeting Instead Of 100000
votes there were, deductine this
stock upwards OF 2sO000 votes cast
for this resolution. There is, frst. a
directorate approval. These disin-
terested directors voted against the
acquisition Of this stock My friend
says they held Offices and had sal
aries God forbid that the time shall
come that simply because a man
holds Office in a corporation. that,
therefore, he is going TO be blind to
( his duty II Is not the history of
big men and strong men In our best
corporations. Besides, these men had
been elected by a vote OF the stock
| holders OF their corporation. They
had been chosen as the representa-
tives Of the stockholders, and as such
] had a right 20 speak. whether they
drew salaries or did not, and they
were reelected after they had done
this act. by the same stockholders,
and their action approved in gen.
eral resolution without these men
putting In even a dissenting vote.
They may say. THAT was not under
stood that we intended TO cover this
Perhaps Il was not, I do not claim II
was. but I say II is the usual and or
binary passage Of the legislation at
a stockholders meeting and they had
a right 70 expect II TO be passed, but
their proxies went in, and 10 the very
men that they we're assailing, and
they voted when this meeting In
1916 took place, they set out In full
the names Of the men that they want
ed elected as directors Alfred I. du-
POINTS name was not there Francis
l. duPonts name was not there. At
tention was called 10 this whole mat
ter. and yet this enormous vote wa'
cast in favor OF the election OF thi'
, same board. and In the passage OF th'
= resolution by which the action OF tina
r board was ratified, approved and con
r firmed, and by which they eondemne'
/ the policy as a policy for that corpora
. ton of buying OF dealing IN their oW
y shares Of stock. When Your Homo
q takes the unbroken history Of the col
n poration in dealing in its own stoc
n except for a specific trifling purpos
g. when YOU take the absence Of an
II corporate act putting upon anybod
h a duty to buy the stock for the col
{ poration, when you find that thos
n directors when they we're brough
= face 20 face with the opportunity Z
I, take this stock off the hands OF Pierr
D s. dupont thirteen Of them, / CLAIM
disinterested, voted against II,
clear majority Of the board OF direc
r tors. surely no court Of chancery viii
D enter a decree reversing the actor
OF the stockholders concerning thei
l own property. concerning what thel
= say ought to be done with what Il
r theirs II they had ratified and ap
? proved all this, how can any one OBJ
y iect9
q Ought TO Thank Them.
K This case proceeds upon what
p term a negative line Of action. Il i
I negative all the way through Tn
I corporation has steadily refused q
| take this stock. II refused TO &C
e cept T. Coleman duPonts offer 10
:. the use OF the men. Il refused Z
o take the stock itself when IL was OF
}. fered 10 the board Of directors. an
Q when the stockholders met to ratif
{ and pass upon the acts Of their boart
n and by an act of confidence, re-eleci
s ed them to office, they again said tina
e the rejection OF IL was proper, and
d was not to be taken into the corpora
e ton Under these circumstances. ho'
p can they obtain a decree djrectin
II these men to now turn over this stoc
d and these profits? Is 1t the size tina
= makes this anomalous? Then tina
d was their work. When l think c
e what they went through, when
p think Of what confronted them, wheI
e I think of the difficulties and danger
j? and perils that were in their patti
e when / recognize what a magnifcen
t. success they have attained. ! feel tha
d instead OF these stockholders tryln
( 10 deprive them Of what they per
+ sonally made through their gamble II
e the stock, they ought 10 give then
l. a vote of thanks for the stream o
= gold which they caused TO flow int
d their pockets.
l. THE COURT. There is one poin
p on which I am not entirely sure
e followed your line of thought Tha
< Is the question Of the impairment o
e the capital Of the company by tn
o supposed purchase Of this stock.
Il you care TO do so. should be glai
j. to have you state just what you mea'
It by impairment of the capital stocl
e how the capital stock would hav
e been impaired by the purchase of thi
h thirteen and more million dollars.
n MR.. GRAHAM The surplus q
y that time was about in round figure
s5.000000 Surplus, Of course. l nee
e not say to Your Honor. with yor
r knowledge Of corporations, is whi
d remains after all debts and oblig