Evening journal., 1918-03-20

1elb w hN af1NlAAihtf hl hAl uNA NfNA ~
the Z. 1. dupont de Nemours & Com
pany.
on November 18th, the compliments
nlrd exceptions 10 the report Of the Spe-
c.al Master and on November 18th filed
an answer 20 Pierre $. duPonrs petit
ton to dismiss the bill.
on December 9Th, on the order OF the
defendants solicitors, the case was set
down for hearing upon The complain
ants exception 20 The Masters report.
on December ilth, on The complain .
ants application, an ordor was entered .
upon the defendants 90 nlc. WITHIN /
twenty days, an answer TO- The COM I
piaudnts' petition Of November iitlr
On December 27lh, the defendants
moved to 1acate the order requiring
them TO nle an answer aud 20 strike or
/ The complainants petition Of November
lith.
on January 18Th, hearing was had
upon the defendants motion 20 Vacate
f lhe order requiring them 10 answer and
Go strike or the c0mplauants petition;
upon the complainants' exceptions TO the
Masters report, and upon the defen-
dants petition 90 dismiss The bill.
The primary question 20 be deter
mined Is whether the facts set ont IN
the complalnants' petition are SUM-
cient % require am answer by the de-
PENDANTS. II 800. 10 must be because
the allegations Of the petition, if taken
as true, would require the entry OF a
dec-ee IN favor OF the c0mpiainonls.
This would DE IN effect the vocating Of
the interl0cutory decree directing the
determination of the question whether
the company should acquire the stock
by q vote Of the stockholders, and a
reversal Of the decision In the former
opinions Of the court that the question
was one of business policy for the cor
porati0n 20 decide in view Of the facts
Of the case.
The petition sells out certain facts Of
which evidence was before the court
before the interlocutory decree was
entered. They relate TO a resolution OF
The board Of directors Of December S,
1915. directing the officers VI the com
pany 90 assist IN the defense Of the
suit: The action Of Pierre s. dupont,
q as president Of the company. on Janu-
ary 3, 1915. in recommending the re-
o moyal Of Alfred ]. dupont from ONCE as
vice-presldcnt and member of The
I. finance committee; the action Of the
+. board Of di ectors on January 10, 1916
In removing Alfred 7 DUPONT; the ac-
, ton az the stockholders meetns on
= March 49, 1915, IN passing o resolution
y undertaking 90 condonc the action o
Y Pierre s. dupont and his associates IL
> the purchase Of the stock; the detea
. of Alfred !. dupont William dupon
~ and Francis ]. dupont for reelection
K to the board Of directors.
e The petition contains further allega
g lions. through domination and contro
II by the defendants OF an the officers o
s. the company. board Of directors
anance committee and executive com
ie miitee. Of the establishing OF a pub
10 Hcity bureau In charge Of paid em
ployes OF the company and its use G
disseminate in the press, reports. sus
gcstions and arguments favorable &
The retention by the defendants OF u
profits upon the purchase Of the stocl
and. after The entry Of the decree, re
norris suggestions and arguments, ca
re culated 10 make the stockholders n
re lievo that the decision OF the court W.
X erroneous. and that the defendant
,e would resign or the management
IN changed and results disastrous TO q
,d company ensue If the defendants we
forced to relinquish the stock.
~ Il Is further alleged that the boal
- Of directors, through the domination
y the defendants, on October - 1871
~ amended the bonus plan OF the con
i ranv under which stock was purchase
n bv the company for The reward
faithful employees. so as 10 confer upf
% the holders Of bonus stock, amounuf
10 26ilS shares the right TO -ote,
en- though the siock had not yet bee
ll rsid for in full. 70 Is alleged The d
q PENDANTS have ond exercised dominate
ne and cont~ol over the holders on q
I. 9 shares OF bonus stock so held. -tsultii
u! in its being almost entirely vot
ls1 against the resolution II Is alleged tl
n- afler the date of ihe decree and bcfo
ne The stockholders meeting conducted
ue the speclal master. the defendants pr
lu cured officers and employees OF the col
,ln pany as the companys representaiiV
ies Ia visit stockholders and induce toe
r- 60 vote against The acquisition ot &
lu- stock by the company; that ihrou
ier their control Of the company th
pa caused the heads Of departments, s
lu' perintendents Of plants and other
nr dueniial officials TO influence the e
lls nloyes IN their various departments
NJ under their control. 90 vote as3lI
10 the resolution, and as The result the'
w Of. 1929 officers ard employees of
ny COMPANY holding l3s6s3 shares voi
ais at the meoting and an except thl
holding i52 shares voted against
"a resolution.
'nd Il Is alleged that the defendants
gan dLcod stockholders TO vote against
ol resolution by suggestion or stating u
eN if the company required tho dcicndal
ny 40 account 20 70 they would resl
E' their positions with the company; Il
.oA' large blocks OF their stock might
ny nut upon the market, and thus gre
non or loss might accrue Co the compa
than would be compensated for 10y
by profits, which defendants might be
@. mired 10 pay 90 the company.
ed; It IS further alleged that after the
lwn cree and before the meeting the
fendapts induced stockholders to y
AGAINST the resolution by showing
dc the larger stockholders what \
by claimed 10 be the opinion of emin
New York counsel. q former justice
Az The supreme Court Of tho United sta
ap- given 10 the defendants. TO the en
Z Of that the decision Of this court that
de stock OF r. Coleman dupont had b
. Of obtained by the defendants In fraud
the the rights OF the company was
op- roneous.
,ssd n is alleged that on August 90,
,tcs after the decree was entered. a le
-itb was addressed TO the siockhold
md 10 vote against the resolution aud
-