Evening journal., 1916-07-26

Again I took him 10 the minutes, and
this time ii is the minutes Of the
board of directors, and showed that
he was present az that meeting and
that a resolution was unanimously
adopted Uncuding him, of course)
approving and directing the transfer
of the assets from the Powder Com
pany to the Delaware Company un-
der this plan Of reorganization. This
plan of reorganization met with no
opposition at any stage OF its pro-
3 gress. II was approved by the mall
contents as well as by those who
were managing the corporation. Not
an objection or the shadow of one
was made, so that this bugaboo
raised in the bill about this creation
Of new corporation that was to aid
in paying out dividends as part OF this
scheme TO get this stock. falls ut
Iterly to the ground unsupported and
improved. The suggestion itself is.
absurd for the reason that the same
dividends through the vehicle OF the
stock in the Powder Company could
have been declared just as readily on
the Powder Company's stock as on
the stock Of the E I. DUPONT de Ne
mours & Company.
Another point. and il is one to
which called Your Honor's atten-
tion at the time of the trial. The
bill charges that the parties involv-
ed, the individual defendants men
toned in this bill were parties to q
scheme of Pierre S dupont and his
associates to defraud the Il. l. dupont
de Nemours Powder Company. and TO
prevent it, to their own advantage,
! from availing itself of the opportun-
} ity to purchase the stock OF T. Cole
; man DUPONT. and that said individual
J defendants were and are so influ-
enced by their desire to become in
= terested in the purchase of the stock
I that they violated their duties" and
so forth, and by reason Of the inter-
E est Of the majority OF the directors
: refused to make the purchase. Your
Honor, of course, excluded the evil
dence going to show that T. Coleman
DUPONT would never have sold his
. holdings TO the Powder Company, and
> except so far as it may be a subject
which Your Honor will review / shall
not advert to that fact because / sub
init to the ruling OF the court, but
b do suggest to Your Honor that T..
I Coleman DUPONT occupied a peculiar
) position towards this corporation. He
- was the largest stoclcholdor in IL he
Z was the president Of the Company. he
5 had Joined with Alfred l. and p. S
I dupont in the organization of this
! Company, had bben in It as an officer
e and director from the beginning down
{ to the date that we are considering
and for him, after getting his friends
b TO become members OF that corporation
, and own its stock, TO have put his
I stock on that Company and taken his
: money out of II and left II to sink OF
= swim under these uncertain circum-
u stances which then existed would
: have been a most pertidious and dis
!. honorable act that T. Coleman du-
/ Pont would never have assented Z,
10 or permitted. Your Honor will noticl
If THAT in every letter in every sug
II. gestion that has been made con
IS cernng this stock. always il was Il
At go TO the men and the company wa
le to have no interest in II whatever, ex
e. cept TO be the vehicle OF Transmission
y or the instrumentality of financing
e the stock when IL was to be given T.
e the men. with no opportunity for 4
" ever 10 purchase the stock.
d Explains TO Court.
r THE COURT Did not Mr.. Pierr,
DUPONT testify that the information
that he had from Mr Dunhan
was that the stock was to he sold tC
: the men or whoever wanted to bus
= t.?
y MR. GRAHAM. Sold on the mar
= ket but still he would not have SOLD
4 this block of stock 10 the company al
3 all That was beyond his idea o
i. what we his duty with relation L
d IL. There is another way in Which
y that may be considered, and that Il
s. IN connection with the letter Of Pierre
e s DUPONT himself on March 5th
al when he presented The matter Of thi
e whole transaction 10 the Board Of Di
IL rectors for its action If that is wha
el Is meant Of course. there is som
IL basis for saying that there was al
u opportunity TO purchase this stock
~ an Offer but ] do not think that
what was intended by the draftsma
"a Of that bill
IL Your Honor may say. why refer {
n, all these matters in connection wit
y, this bill?" My answer is that thi
- bill was drawn bv the same distir
~ guished gentleman and his associates
~ and they certainly put nothing in IN
Az bin but what they supposed was nee
~ essary. in order to establish an
, maintain ti.aira case and / therefor
no point out to the Court the importar
es matters or things in which the proc
= has failed 10 sustain the allegation
n Now ] am going to say a fe
el words directly about the argument I
\. Mr.. Johnson. The first propositic
Ne is a general one, and relates 20 gel
lie oral duty. AS TO the law involved
~. that proposition, none Of us will d
~ fer from him in his statement of
,id The difference arises in the applc
IN ton Of that law to the facts. n
-o- general charge is that Pierre S d
Pont. president of the company, al
those associated with him. acquire
,tb for themselves. in violation of
be plain duty which was incumbei
nv upon them, shares of stock whi'
NJ were immensely more valuable tn;
Mr. the price paid for them. and who
IN value was known TO them, and
m forth AS a proposition Of law
the they had obtained that stock und
the those circumstances there would
his no difference. but where in this ca
our is the plain duty to which he refer
the and where is the evidence to susta
the lf II were material although I co