rights of the minority stockholder

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Purchase of this book includes free trial access to www.million-books.com where you can read more than a million books for free. This is an OCR edition with typos. Excerpt from book: presenting new forms of neglect or fraud, — equity Relief will intervene by injunctive or affirmative orders to prevent or cure the corporate wrong. tion The questions involved will be taken up as occasion requires, in other connections; but the predatory attitude on the part of the majority, which cases like these disclose, demands particular mention here. Attention should be called to the destructive nature of such acts, and the fact that, taken together, they constitute a group of courses which are outside the regions of legitimate business, and present an urgent need for equitable relief. Having explained both forms of abuses in their order, a few words will suffice to describe the attitude of the courts toward these elapses of wrongs, generally. Attitude of Courts. Where it is plain that the company is being conducted for the benefit of the majority, to the injury of the minority interests, and the directors or officers have begun, or are entering upon, transactions that may cause their personal interests to become adverse to the corporation, equity will not confine its inquiry to the surface, but will look deeply into the matter. In such cases the court will issue the judicial decree which justice requires. Where new stock is issued to some stockholders, all the stockholders are entitled to share alike. This rule covers an issue of convertible bonds.22 Any undue advantage secured by one or more stockholders over others and every act which impairs or Undue Advantages Restrained Receivership when Required takes away a right which originally existed, constitutes an injury to the corporate body and to each and every outstanding certificate of stock. Since each certificate represents rights which cannot be divested or impaired without the couse...
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Unknown

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B00092IGSM

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