The Pacific Reporter Volume 33
Author | : West Publishing Company |
Publisher | : Rarebooksclub.com |
Total Pages | : 1074 |
Release | : 2013-09 |
Genre | : |
ISBN | : 9781230075785 |
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This historic book may have numerous typos and missing text. Purchasers can usually download a free scanned copy of the original book (without typos) from the publisher. Not indexed. Not illustrated. 1893 edition. Excerpt: ...of its creditors, and must not allow their private interests to conflict with the discharge of their fiduciary duties; that they cannot use their powers for the purpose of obtaining an advantage to themselves, nor for securing any advantage or preference over other creditors, but that they will be held strictly accountable for all profits improperly madie, or moneys improperly received or expended. As the stockholders have no beneficial interest in J the assets of an insolvent corporation, they cannot be affected by the fraud of the directors in the management of its property, or in dealing with it in their personal capacity, or in using their powers for the purpose of obtaining some advantage to themselves or some preference over other creditors. In such case the creditors alone are affected by the fraud of the directors, and they alone have an interest in avoiding their contracts or dealings, and in compelling them to account for the profits made or advantages gained. The plaintiffs, therefore, as creditors of the Union.Milling Company, are entitled to bring a suit in equity against the defendants, as its directors, to compel them to account for the management of its assets; or. if the defendants have been dealing with the trust property in their personal capacity, --that Is, have been operating the mill for their own private advantage, without regard to the interest of the creditors, --to require them to account for the profits made by a violation of duty. The facts show that the defendants own nearly all the stock of the company, are its directors, and that the company is insolvent; that two of the defeudtuts--Stewart and Warren--are, among others, Its creditors; that the defendants called a meeting to consider the proposition of.