122 N.Y. 455 | NY | 1890
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The rights and powers arising out of the ownership of corporate shares are those which belong to their owners as individuals, to be enjoyed and exercised in severalty, and those which are collective and are exercised in common with all of the shareholders pursuant to the powers conferred by the statute under which the corporation is organized, or by its articles of association. The right to sell shares is a personal one, and so is the right to grant or withhold assent to change their relative value. The right to vote in corporate elections, and to assent to mortgaging the property of manufacturing corporations are collective, to be exercised in common with other shareholders and in the mode prescribed by the statute or by the articles of association. The articles of association divided the capital of the corporation into 7,500, shares, equal in amount and *460
value. At the date of the agreement of May 22, 1885 (by which it was provided that 3,000 of the shares should have priority over the remaining 4,500), all of the shares save twenty had been sold, and were then registered in the names of their purchasers. The right of every shareholder to his proportion of the profits of the corporation was vested, and in the absence of some power to change the relative value of the shares conferred by statute or by the articles of association, no change could be made without the consent of all the shareholders. (Kent v.Quicksilver Mining Co.,
The judgment should be reversed and a new trial granted, with costs to abide the event.
All concur except VANN, J., dissenting.
Judgment reversed.