Shareholder

“ The legal representatives of a shareholder are to succeed to the interest of a shareholder, the interest passing by operation of law. Provision is made for the termination of the trust by an instrument or instruments in writing, signed by not less than three fourths of the value of stock held by shareholders. Meetings of the shareholders are held at their discretion, or whenever requested in writing by five shareholders, or by shareholders owning not less than one tenth of the shares in value.
The trust has a building, leasing it to a single tenant. ”

“ Their capital is raised in the form of shares, it is controlled by a board of directors, generally by a managing director, and those who have provided it have practically no voice in the management of the business. Shareholders' meetings are held occasionally, but apart from the fact that many shareholders never attend these meetings, the power which the shareholder has does not amount to much more than to express gratitude or to grumble. ”

“ Your committee further intends that in applying this test for the future * * * the inquiry will be devoted solely to the question of whether or not the transaction by its nature may properly be characterized as a sale of stock by the redeeming shareholder to the corporation. For this purpose the presence or absence of earnings and profits of the corporation is not material. Example: X, the sole shareholder of a corporation having no earnings or profits causes the corporation to redeem half of its stock. ”

“ By § 64 the shareholder was made 'individually responsible for all contracts, debts, and engagements of such association, each to the amount of his stock therein, at the par value thereof in addition to the amount invested in such stock.' To what extent § 64 may have modified § 63 has been disputed. ”

“ The capital stock of each association shall be divided into shares of one hundred dollars each, and be deemed personal property, and transferable on the books of the association in such manner as may be prescribed in the by-laws or articles of association. Every person becoming a shareholder by such transfer shall, in proportion to his shares, succeed to all the rights and liabilities of the prior holder of such shares ”

“ The shareholder, as a rule, is a very patient and long-suffering kind of animal. He pockets his grievances, passes the resolutions submitted for his acceptance, and goes away thankful, in most cases, for very small mercies indeed. ”

“ They "act under an agreement that they will cast the votes represented by the stock so held for the perpetuation of the trust during the time agreed upon, and in furtherance of its purposes: will elect the officers provided for by law in each of the corporations, and in behalf of all of them manage the business of all, except, it may be, in small matters of detail." "Each shareholder, upon surrendering his corporate stock to the board of trustees, receives a certificate entitling him to an interest in all the property and earnings of all the corporations of the trust." ”

“ The development of the joint-stock company system has introduced a new factor into the problem of the supply of capital, which is of immense though but dimly perceived importance. The directors of a company are technically no more than the servants of the shareholders. It is the profit of the shareholders that it is the directors' duty to promote with a single mind, and the whole capital of the concern, including its reserves both open and concealed, is the shareholders' exclusive property. ”

“ Association.-Associations and joint-stock companies include associations, common law trusts, and organizations by whatever name known, which act or do business in an organized capacity, whether created under and pursuant to State laws, agreements, declarations of trust, or otherwise, the net income of which, if any, is distributed or distributable among the shareholders on the basis of the capital stock which each holds, or, where there is no capital stock, on the basis of the proportionate share or capital which each has or has invested in the business or property of the organization. ”

“ Furthermore, the United States capital markets have thrived under the principle that companies owe a fiduciary duty to their shareholders to strive to maximize shareholder return, consistent with the long-term growth of a company. ”

“ A shareholder who desires to build a house and has secured a lot for that purpose, may borrow money from the association of which he is a member. Suppose a man who has secured his lot wishes to borrow $1,000 for the erection of a house. He must be the holder of five shares in his association, each share having as its maturing value $200. ”

“ He was sure that they would be pleased when they learned the manner in which that money had been spent. Instead of being hoarded up to swell the dividend— (groans.) —it had been absorbed in improvements which would confer great benefits upon the community. (Uproar.)
A Shareholder. What have we to do with the community?
The Chairman explained that as the greater included the lesser, the community must include the Shareholders. ”

“ A great corporation, doing an intricate and complicated business all over the world, with thousands of stockholders scattered over the entire country, the great majority, numerically, being very small investors, from among the poor and illiterate. This corporation announces that every shareholder is to have one vote, irrespective of the amount of this holding; that any one has the privilege, whenever he will, of proposing any change in existing methods of doing business, or new regulations, or what he will ”

“ These shareholders, be they many or few, control the management of the business. They elect each year a board of directors, who, in turn, appoint the officers and managers. The latter purchase the raw materials, engage the workmen, supervise their labor, sell the finished goods, and distribute the profits among the shareholders in the form of a dividend declared upon each share. Every corporation has as its legal basis a charter, which is a document issued 386by the governmental authorities, usually by the state. ”

“ The shareholders of a company are not merely the persons for whose benefit it exists; they are also those by whom it acts. In the case of a corporation established for charitable purposes it is otherwise, for the beneficiaries may have no share whatever in the management of its affairs. ”

“ The representatives of workmen and shareholders, in mining and in other industries, can meet and negotiate and discuss. But joint administration of the shareholders' property by a body representing shareholders and workmen is impossible, because there is no purpose in common between them. For the only purpose which could unite all persons engaged in industry, and overrule their particular and divergent interests, is the provision of service. And the object of shareholders, the whole significance and métier of industry to them, is not the provision of service but the provision of dividends. ”

“ For issuing preference shares the question for the directors is, what must be offered to attract investors. Preference shareholders are given by the Companies Act 1907, s. 23; Companies (Consolidation) Act 1908, s. 114, the right to inspect balance sheets. Founders’ shares—which originated with private companies—are shares which usually take the whole or half the profits after payment of a dividend of 7 or 10% to the ordinary shareholders. They are much less in favour than they used to be.
The machinery of company formation is generally set in motion by a person known as a promoter. ”

“ When a number of shareholders combine to constitute themselves a majority, in order to control the corporation as they see fit, they become for all practical purposes the corporation itself, and assume the trust relation occupied by the corporation toward its shareholders. ”

“ When the work is finished, either partner may dispose of, or sell, any number of shares less than forty, but the purchasers, or shareholders, are to have no vote in the management of the business. All extensions to be paid from revenue received, and the profits equally divided twice a year. ”

“ Everybody comes along—Noah’s Ark on a wet day ain’t in it for the pushin’ there’ll be at our doors once we get opened out—and, [193] another thing, everybody gets made into an automatic shareholder; for profits have to lie till they reach £5, when each man, woman, and child gets a share given them, will they, nill they—and you bet, John, they will. ”

“ A holding company represents the greatest concentration of power in a body of directors and the extreme of helplessness on the part of shareholders. A corporation may be so organized that its bonds and preferred stock represent the greater part of its capital, while the common stock represents the actual control. Then, if a second company acquires a majority of the common stock, or a majority of the shares that are likely to be voted at elections, it may control the former company, and as many other companies as it can secure. ”

“ The Shareholders will have the opportunity of subscribing for this new Preferential Stock, which is issued solely to protect their property. Those proprietors who subscribe to it are manifestly not injured in any way, as they absorb the whole profits of the Company. ”

“ Research has rendered it probable that the companies of the time were composed of an outer as well as of an inner circle; that the mass of shareholders differed from those who were the promoters, managers and active agents in the concern, that the liability of the former at least was limited and that their shares, whether small or great, were transmissible and subject to the fluctuations of the market. ”

“ The shareholders of the corporation, including, if there is one, its parent corporation, are not responsible This is a conscious decision made by the law of every state to encourage business in the corporate form. ”

“ Every single shareholder and officer of the establishment must exert himself, and bring us customers,—no matter for how little they are engaged—engage them: that is the great point.’ And accordingly our Director makes all his friends and servants shareholders: his very lodge-porter yonder is a shareholder; and he thus endeavours to fasten upon all whom he comes near. I, for instance, have just been appointed over the heads of our gents, to a much better place than I held. I am asked down here, and entertained royally: and why? Because my aunt has three thousand pounds which Mr. ”

“ As we view it, when the shareholders made their election to retire at the end of the first twenty-year period of corporate organization, and took the steps required in § 5, by giving notice and appointing an appraiser to obtain a valuation of and payment for their shares of stock, they thereby ceased to be shareholders beyond the original twenty-year term of the life of the corporation, and they could neither share its profits, nor be compelled to bear its burdens. ”

“ The members of a business corporation are known as stockholders or shareholders. At the time of organization the members subscribe for the shares of the capital stock agreeing to take and pay for them when issued. When the stock has been delivered and paid for, the stockholder is under no further obligation, unless the stock is by statute or contract subject to assessment. ”

“ No doubt the directors are to make their report to a meeting of the shareholders, to be called for that purpose, and it is clear that those who are absent are bound by the acts of those who are present, but the absent shareholders are interested in the prosperity or adversity of the company, and in knowing all the circumstances upon which the welfare of the company depends. ”

“ An industrial corporation with a capital of a million dollars is able to allot among its stockholders ten thousand shares of the par value of one hundred dollars each. It may have only a few shareholders, or it may have a great many. ”

“ There were to be preferred shares of the value of $100 each and common shares of no par value. Thus those who took benecial interests became shareholders in the common undertaking to be conducted for their profit according to the terms of the arrangement. ”

“ As financial enterprises, the chartered commercial companies were subject to such great practical difficulties that few of them survived for any great length of time or repaid their original investment to the shareholders. ”

“ The advantage of the corporation lies in the fact that it has a continuous existence, and that the liability of the shareholders is limited to the amount of capital actually contributed by each; it is well adapted to modern enterprise because it permits the summation of large amounts of capital from a number of small savers and centralizes the use of this capital in the most economical manner. ”

“ Not only is the larger part of industry to-day managed by salaried employees who have no part, or only a very insignificant part, in the ownership of the concerns they manage, but the profits are distributed among shareholders who, as shareholders, have never contributed service of any kind to the industries in which they are shareholders. ”

“ The shareholders of the subsidiary companies may be thus practically deprived of power to protect themselves against injurious measures and even to obtain information of what the holding company is doing, or intends to do, with their property. ”

“ It may be added that notices of meetings should be sent to whoever has the right to vote the stock, to the pledgor if the stock still stands in his name, to the pledgee if the stock has been transferred to him and stands in his name.
DIRECTORS.
Shareholders manage their corporations through directors or trustees elected for that purpose. The business of some corporations is managed by trustees who are named in the charter and who fill vacancies in their number by electing others themselves, a self-perpetuating body. ”