Morrison Waite

“ When a corporation is to be wound up, there is not, ordinarily, a necessity for an account of profits. After the liabilities are paid, the remaining assets belong to the stockholders, and all that need be done is to make the proper division. For that purpose, it is quite immaterial whether what remains is profit or capital. In either case, it belongs to the stockholders, and is to be distributed among them pro rata. Such a division produces a dividend,-that is to say, a part or share of the thing divided. If the division is of profits, then the dividend is of profits ”

“ If the impaired capital is made good out of the profits, it will be for the purposes of distribution only. Indirectly, therefore, a division of the capital unimpaired would operate as a dividend of profits, because, before the stockholders could be paid in full the receipts of the business must be applied to supply the deficiency arising from depreciation. ”

“ The United States, then, even under this act, are entitled to a preference over the stockholders, unless the words 'before any dividend or percentage of profits shall be paid to the holders of such stock' change the condition of the parties. This will depend much upon the signification of the term 'profits' as here used.
In construing statutes, some effect should, if possible, be given to every word employed to express the legislative will. Nothing should be rejected, if it can be avoided ”

“ The statutes are complete, and there is nothing to supply. Every thing is in harmony, and no strained construction is required. All accounts are easily adjusted, without resort to unusual proceedings. ”