Evening journal., 1918-03-20


/ lack OF wisdom and foresight involved
f in voting in favor Of a proposition that
has, We believe. for It's primary purpose
a great weakening Of, and II possible
a change in, the present control and
management"
The complainants In their petition
contend that certain stockholders
votes should not have been received for
the purpose OF enabling the defendants
W withhold from the corporal on the
stock and its profits Tho stock which
Il is urged should not have been
counted against the resolution con-
sisted OF 90 96id shares owned by and
voied by the defendants; t2l 63,3i2 other
shares voted by officers and employees
'uot defendants but who held as part Of
their shares Of stock the bonus stock
. above referred 20 amounting 20 SOFAS
shares; ,3) 7i52 shares voted by stock
holders who were wives, sisters, broth
ers. children or mothers Of the defend
ants: ,4) Ss05 shares voted BY stock
holders who were broihers-n-law, sis
= ters-in-law or fathers-in-law OF the de-
fendanls: 90 1892 shares voted by
gVlves and mothers of officers and en-
ployecs holding bonus stock; ,6l 6360
shares yotel By sisters-in-law and
= brothcrs-in-law OK officers and en-
ployees holding bonus stock; CD 3069
l shares held by officers and employees
, ,sho had no bonus stock; ,sl 32ooi
: other shares voted by directors OF tho
company who were not employees; ,9l
4 Q865 shares voted by stockholders
y closely identified with the company, in
r cuding iSU7 shares wh ch had been
K given to, William G. Ramsay, now de-
a ceased. by Pierre S. dupont aud others,
r and including also I1iG shares voted by
n Alexis ]. dupont and Eugene dupont as
p trustees for Amelia h. dupont, Julia s
Is dupont and Annie dupont Peyton. They
contend that i7.ti6 shares voted b,
II Francis !. dupont and Ernest dupont, a.
ri Two Of three trustees for the estate OF
IS Francis G.. DUPONT, and which the
u Spec al Master included In computing
S, ho vote cast az the meeting in ths
D. t57. .9j9 shares voted for the resolution
Ia but repo. ted that the ballot should
t, not have been counted, because th'
D. third trustee, a. Felix dupont reiuse'
e. 70 vote with them, should be counte'
as In favor OF the resoluLon.
be 70 is alleged In the petition that be
le cause the court found ''that 70 Is a fore
To- gone conclusion that It's acquisition
c. would be Of enormous pront 70 th
ln company" there Is no reasonable an
)n fair explanation Of the voting Of Tn
OF above classes Of stock against requir
in ing the defendants 20 account, othe
at than that the stockholders voting sal
nt stock were under the direct d0minaio
on and control OF the defendants, or tha
the voting Of the stock was 10 sun
a. serve some interest OF purpose ouisid
'ol OF and regardless of the consequence
OF to the company and inconsistent VIII
~ It's interests.
n Two propositions are presented O
p- .behalf OF the complainanis upon eitht
m of which their counsel contend the
70 are entitled TO O decree 10 their favb
is- First-Inasmuch as the record show
20 that the defendants had. prior 10 q
te entry Of the lnterlocutory decree, r
ca ceiyed In dividends. interest and pr
y, ceeds from the sale OF bonds receive
a. AZ as dividends, sums more than suf1cie
", TO reimburse them for their outlay
- the purchase Of the stock from 7. Col
~ man dupont and, therefore, The col
az pany could acquire the stock witho
~. the payment OF any money out OF
treasury. there was. at the time OF
stockh olders' meeting no question
- business policy for the determinati
,ts OF the corporation through rs stoc
,-, holders
.n5 That the question before the stoc
~ holders meeting. therefore, was
,or longer whether the Company shou
ioe acquire the stock, but the "opportunit
ai, 20 make profit by the purchase
een stock, which belonged in ednitv N q
de corporation. hay.ls Dceu cUns,Anmai
i'm and turned into actual profits, the q
tbo PENDANTS as trustees ex malcncio, a
jn- bound 10 restore the trust estate, n
.fed the opportunity" which has pass'
hat but the profits which 10 has produced
I'M, socond-That the votes Of the
bv fcndants, because OF their interest, az
,ro- I'm view Of the allegations Of dominati
ON and control n the defendants over {
ives corporation, its board of directors,
ZEN ollcers and employees and their use
mo their domination and control In obtai
ucb ing through The influence exerted
hcv officials of the company over stockho
su- ers and throush the allcscd improI
in impressions concerning the opinion O
om- decree OF the court given by those
, or 0cials 10 the atockholders, the votes
inst ihe directors officials and employ
erc- OF their relati p by blood and marri;
ibc and OF the .lockholders who vol
ofed against the n solution cannot avail,
1ree the prejudice q the minority stoI
the holders. 20 riect the opportunity
take the profits.
in u is not now Tor the FIRST u
the brought TO O. attention of the CO.
that tha, the prof IN dividends upon
ants .iock and the proceeds Of sales Of bol
sign were more Oh sufficient 90 repay
that defendants what they paid Coleu
be dupont. with interest, and therefore
-eat- payment Of money out Of the ircss'
oanv M the compsly was required u
the company sho, II determine 90 scqr
, re- The stock. u Is a situation which
isted and was considered b. The go
: de- prior 10 enter ng the intcriocutory
de- cree and Is 10 oiiect set out IN the
vote cree. Il was 70 fact which the spe
6 10 master was q -ected 10 present 10
was stockholders ar their information
nent the form OF nc ice set out in the dec
70 Of The psragrapl in The notice TO
ates, stockholders as follows.
fleet For the In ormation Of The ST
the holders 70 is roper 10 state that 4
been The statement fled in this cause
I'd. Of me defendant it appears that il
er- stockholders sire 10 exercise
richt 90 acqui , said stock and TO
1917, 1uire the del ndants 60 account
letter the excess in cash. and the An
.dcrs French bonds l0t converted into c
4 So received by O m as aforesaid, it
b cot 80 for fna rom u j