Stockholder

“ That which a stockholder obtains is not a thing previously held by the company, but is only a definite and formal partition of some beneficial interest in the capital of the company, which previously he had held indefinitely and in common with other stockholders. ”

“ Well, I'd buy a couple of shares of stock, in the Central California Power Company as a starter. Then I would descend upon the main office of the company, exhibit my stock and claim my stockholder's right to look over the list of stockholders and bondholders of record; also, the board of directors and the minutes of the previous meetings. You may not find John Parker's name listed either as stockholder, bondholder or director, but you might find the First National Bank of El Toro, represented by the cashier or the first vice-president of that institution. ”

“ For the stockholder is frighted of the rearing hoss. It is of a necessity that the stockholder should remain tranquil. Without the hoss the report is good; the stock shall errise; the director shall sell out, and leave the stockholder the hoss to play with.' The professor he say, 'Al-right;' he scratch out the hoss, sign his name, and get a check for three thousand dollar.”
“Then I errise—so!” He got up from the hammock, suiting the action to the word, and during the rest of his narrative, I honestly believe, assumed the same attitude and deliberate intonation he had exhibited at the board. ”

“ A stockholder has a right to his share of the profits during the period of his ownership. If it is not received in the form of dividends, he should at least be partially recompensed when he disposes of his holdings, by an increased price for the stock as reflected by the portion of profits reinvested in the business.
The attitude occasionally taken that directors know best what information as to true condition of affairs should be given to the owners and what should be withheld, should, in these days of increasing publicity, be given no serious consideration. ”

“ Again, you, as a Stockholder, are allowed the opportunity of purchasing, if you want them, during each year, books at special prices to an amount not greater than the par value of your Stock which, as will be seen from the list of prices to Stockholders, average (on our own publications) about 40 per cent. below what the same books would cost one not a Stockholder. ”

“ Stock represents capital,-principal. Stock has absolute and ultimate force and value between the corporation and the holder. Each share of stock is the title to an aliquot part of the assets and property of the corporation. Whenever the corporation is wound up the assets belong absolutely and wholly to the stockholders; and while the corporation continues the stockholders govern and own it. Not so with the certificates and their holders. While the corporation lives the holders of certificates do not vote, or govern, or own it. ”

“ But to take a share by transfer on the books means to become a member of the concern. The person who appears on the books of the corporation as the stockholder is the stockholder as between him and the corporation, and his rights with regard to the corporate property are incident to his position as such. ”

“ Each stockholder of a corporation, or joint stock association, shall be individually and personally liable for such proportion of all its debts and liabilities contracted or incurred during the time he was a stockholder, as the amount of stock or shares owned by him bears to the whole of the subscribed capital stock, or shares of the corporation or association. ”

“ In the first place, though the investment is permanent, from the standpoint of the company, and so enables the management to carry out far-sighted plans, yet it endures, from the standpoint of the individual subscriber, only so long as he pleases. The system of transferable shares enables a stockholder to sell out his interest at any time, and so change his investment. In the second place, the stockholders have a voice in the management of the company proportionate to their interest in it. ”

“ 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. ”

“ In so divesting itself of such capital stocks respondent shall not sell or transfer, either directly or indirectly, any of such capital stocks to any officer, director, stockholder, employe or agent of respondent, or to any person under the control of respondent, or to any partnership or corporation either directly or indirectly owned or controlled by respondent. ”

“ But, further, it would be erroneous, we think, to test the question whether an individual stockholder derived income in the true and substantial sense through receiving a part in the distribution of the new shares, by regarding alone the general effect of the reorganization upon the aggregate body of stockholders. ”

“ Common or ordinary stock is that which is evidence of ordinary ownership in the corporation. The share of ownership of the original organizers of the corporation is usually in the common stock. The common stockholder is a sort of remainderman, a residuary legatee. Upon dissolution, after the special claims and privileges of the other [Pg 5] classes of owners have been satisfied, the common stockholders come in for their share. After the satisfaction of the claims of preferred owners, the common stockholders have a right to all that is left, their rights being simply residuary. ”

“ It is true that in their plan of reorganization they offer to permit any stockholder in the old corporation to subscribe for stock in the new at par—thus at first glance placing all upon what seems to be an equality; but any stockholder who does not see fit to subscribe or cannot afford to do so is wiped out, for there will be nothing left in the way of assets in Horse's Neck after the transfer is completed. ”

“ Why not, therefore, leave it off the balance sheet statement entirely? It is true that an investor, a creditor, or a stockholder is interested in the main only in the condition of the business as shown by its present assets and liabilities. Unissued stock has no value till placed on the market; all that it shows is that certain legal requirements have been met authorizing its issue and to that extent it has a contingent value which may become a real source of capital to the corporation if additional funds become necessary. ”

“ I have always insisted on the payment of small dividends and the company has to-day no stockholders who wanted a different policy. I regard business profits above a small percentage as belonging more to the business than to the stockholders.
The stockholders, to my way of thinking, ought to be only those who are active in the business and who will regard the company as an instrument of service rather than as a machine for making money. ”

“ The statute declares that the capital stock of every national banking association shall be divided into shares of one hundred dollars each, and be transferable on its books in such manner as may be prescribed by its by-laws or articles, and that every person becoming a stockholder, by such transfer, shall, in proportion to his shares, succeed to all the rights and liabilities of the prior holder. ”

“ Acting in good faith, and for the best interests of all concerned, the corporation may distribute its earnings at once to the stockholders as income, or it may reserve part of the earnings of a prosperous year to make up for a possible lack of profits in future years, or it may retain portions of its earnings and allow them to accumulate, and then invest them in its own works and plant, so as to secure and increase the permanent value of its property. ”

“ In some of them the stockholder receives an interest of seven per cent. upon his stock, and is entitled to no more under any circumstances, the whole surplus or profits being divided among the policy-holders. ”

“ Those who control the destinies of the typical modern corporation own so insignificant a fraction of the company's stock that the returns from running the corporation profitably accrue to them in only a very minor degree. The stockholders, on the other hand, to whom the profits of the coporation go, cannot be motivated by those profits to a more efficient use of the property, since they have surrendered all disposition of it to those in control of the enterprise. ”

“ Under the last-named section the stockholder is required to pay such assessments as may be made, to meet the outstanding obligations of the bank, within the limit of an amount equal to the par value of the stock in addition to the amount invested therein. ”

“ Whenever an increase of stock shall be determined upon, it shall be the duty of the board to notify all the stockholders of the same, and cause a subscription to be opened for such increase, and each stockholder shall have the privilege of subscribing for such nume r of shares of new stock as he may be entitled to subscribe for in proportion to his existing stock in the bank. ”

“ Until an employé has become the actual owner of at least three shares of stock, either through dividends or purchase, the company may pay the dividend in stock. We greatly desired to have all our employés become stockholders. In this we will probably fail. More than half of the employés sold their first stock dividend. But one has yet been paid. We provide our men with a large hall, lighted and heated, billard and pool tables, a card room, a reading room with scientific books, magazines and papers. ”

“ A company is formed; that company puts out a prospectus; the promoters expect to raise a certain fund as capital stock. Well, how are they going to raise it? They are going to raise it from the public in general, some of whom will buy their stock. The moment that begins, there is formed—what? A joint stock corporation. Men begin to pool their earnings, little piles, big piles. A certain number of men are elected by the stockholders to be directors, and these directors elect a president. This president is the head of the undertaking, and the directors are its managers. ”

“ The directors of a stock corporation shall not make dividends, except from the surplus profits arising from the business of such corporation, nor divide, withdraw, or in any way pay to the stockholders or any of them, any part of the capital of such corporation, or reduce its capital stock, except as authorized by law. ”

“ The liability of stockholders is commonly limited to the shares of stock actually held or such portion of them as may not have been paid up by the stockholder in cash or property value. Massachusetts and the more conservative States attempt to provide that the stock shall be actually paid up in money or in property of the real value of money, at par. ”

“ STOCKHOLDERS Or it may be that the manufacturing company does not ask the capitalist to assist, but itself goes to the small investor with a prospectus of the enterprise, and offers to sell stock in the concern at $50 or $100 a share, as the case may be. ”

“ So long as every dollar of stock issued by a corporation is represented by a dollar of property, no harm can result to individuals or the public from distributing stock to stockholders.... All that can be required in any case is that there shall be an actual capital in property representing the amount of share capital issued. ”

“ A financially embarrassed company may announce an assessment of its stockholders, upon which there is a rush to sell the stock; a little further explanation shows that the proceeds of the assessment will so improve the facilities of the company, or so enable it to reduce its fixed charges, as to make the stock intrinsically far more valuable than it was before; this discovery causes a sharp advance in the shares, and the “short” sellers have to cover their sales at a loss. ”

“ The holding company has a sinister perfection in its mode of giving to a minority of capital the control over a majority. It is possible that the actual capital of the original corporation may be mainly a borrowed fund and may be represented by an issue of bonds, while the stockholders may have contributed little to the cost of their plants and their working capital; and yet this common stock may confer on its owners the control of the entire business. The corporation that buys a bare majority of this common stock may have an absolute power over the producing plants and their operations. ”

“ Reverting to the mode of paying officers, and making their incomes to some extent dependent on the success of the business, it might answer to give them an interest as stockholders. Instead of paying a chief trader 300_l_. per annum, he might have 250_l_., and a sum of 1,000_l_. of stock placed to his credit, of which he would receive the dividends only, the stock itself reverting to the Company when his connection with them terminated. ”

“ The liability of stockholders of the two classes of stock for the debts of the corporation may be different, and greater facility is permitted in the issuance and marketing of no par value shares than in the case of stock having a par value. ”

“ It took but a little over a month to organize this new company, which bought out the old company for the consideration of two hundred thousand dollars, payable in stock of the new company. With great glee the new stockholders [Pg 77] bought from themselves, as old stockholders, the old company at this valuation, each man receiving two shares of one hundred dollars face value for each one hundred dollars' worth of stock that he had held before. ”

“ None of the original members have left the company, save by death, and, it being a close corporation, they keep their financial statements, their books, their profits, and affairs to themselves; and the outer world, compelled to guess at things, puts a fabulous estimate upon the sum annually divided among the stockholders. ”