by John Marshall Harlan

Name: New York Company v. Nickals — Opinion of the Court
Author: by John Marshall Harlan

New York Company v. Nickals — Opinion of the Court

Summary

“New York Company v. Nickals — Opinion of the Court”, is a work by by John Marshall Harlan. It explores elements such as dividend, preferred stockholders and shareholders.

Quotes from New York Company v. Nickals — Opinion of the Court (by John Marshall Harlan)

by John Marshall Harlan, New York Company v. Nickals — Opinion of the Court

“ A declaration of profits, as in itself, and without further action by the directors, entitling shareholders to dividends, is unknown in the law or in the practice of corporations. Dividends are 'declared' by some formal act of the corporation; the question whether there are or are not profits being settled entirely by the accounts of the company as kept by subordinate officers, not by the mere statement of directors as to what appears upon its books. ”

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Source: Wikisource

by John Marshall Harlan, New York Company v. Nickals — Opinion of the Court

“ That the parties contemplated a declaration of a dividend, and not a mere statement of net profits during a designated period, is made evident by the requirement that 'dividends' to preferred stockholders should be paid 'in preference to the payment of any dividend on the common stock.' This language is not consistent with the theory that the holders of preferred stock were entitled to 6 per cent. ”

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Source: Wikisource

by John Marshall Harlan, New York Company v. Nickals — Opinion of the Court

“ What was stipulated to be paid to them as holders of preferred stock in the new company was not a debt payable in every event out of the general funds of the corporation, but a dividend, 'as declared by the board of directors,' and payable out of such portion of the profits as should be set apart for distribution among shareholders; non-cumulative, because 'dependent on the profits of each particular year,' and not to be fastened on the profits of succeeding years. ”

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Source: Wikisource

by John Marshall Harlan, New York Company v. Nickals — Opinion of the Court

“ If they have a right, they must recover them; if they have no right to recover them, a fortiori they have no right to recover them from the preference shareholders, and, of course, still less right to take away the dividends from the preference shareholders.' It is scarcely necessary to say that the present case is entirely different from the one decided by the English court. No question was raised in the latter as to the authority and discretion of directors to use earnings for the improvement of the corporate property from year to year. ”

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Source: Wikisource

by John Marshall Harlan, New York Company v. Nickals — Opinion of the Court

“ A different view would lead to results which sound policy would seem to forbid, and which, therefore, it is not to be supposed were contemplated by the parties; for, if preferred stockholders become entitled to dividends upon a mere ascertainment of profits for a particular year, the duty of the company to maintain its track and cars in such condition as to accommodate the public, and provide for the safe transportation of passengers and freight, would be subordinate to their right to payment out of the funds remaining on hand after meeting current expenses and fixed charges. ”

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Source: Wikisource

by John Marshall Harlan, New York Company v. Nickals — Opinion of the Court

“ Preferred stock, in respect of which two dollars gold per share has been paid or may be paid, and common stock, in respect of which four dollars gold per share has been or may be paid, may be exchanged share for share, but in conformity with and subject to the said trust for voting, for new stock of like class, without any liability to make any further payment in respect of such new stock ”

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Source: Wikisource

by John Marshall Harlan, New York Company v. Nickals — Opinion of the Court

“ Those constituting in that agreement the parties of the first part were holders of common and preferred stock of the Erie Railway Company, of coupons of the first consolidated mortgage and sterling loan bonds, and of bonds and coupons both of the second consolidated mortgage and gold convertible series. ”

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Source: Wikisource

by John Marshall Harlan, New York Company v. Nickals — Opinion of the Court

“ The property and franchises in question were sold, under decrees of foreclosure, on the twenty-fourth of April, 1878, and were purchased by the trustees, subject to the before-mentioned six mortgages. ”

by John Marshall Harlan

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