Page:Harvard Law Review Volume 10.djvu/457

CORPORATE VOTING AND PUBLIC POLICY. 43 1 as we follow the beaten path, an uncertain and therefore dangerous one to follow. Agreements void as against public policy are gen- erally classified as those, a^ founded upon corrupt considerations or moral turpitude: ^, in violation of a public trust; c, in restraint of trade or marriage; dy to influence persons in authority. The law really recognizes only two kinds of wrongs : those that are in- herently so, — that is, speaking popularly, morally wrong; and those that are wrong because prohibited. There clearly is no moral wrong in the making, but only in the violation of an agreement, made without any corrupt motive for the voting of shares. It must be asked, therefore, of what express law the agreement violates the poHcy. What principle of express corporation law is infringed by such agreement? The ground of objection is stated to be that the voting power ought not to be confided to persons having no interest in the welfare of the corporation. But as to this certainly, it may be urged at the outset, that in at least one instance, the existing corporation statutes recognize a different policy. In almost every State, where general corporation statutes have been enacted, it is provided that no person shall vote at a meeting who has not held shares in his name upon the books of the corporation, for a certain number of days prior to the elec- tion. Sometimes the transfer books are required to be closed at some time prior to the election. If, under such a law, a stock- holder should sell his shares and indorse his certificates and re- ceive the purchase price within those intervening days, he would cease to have any beneficial interest whatever in the shares, or in the corporation, and yet he would be entitled to vote. It was ex- pressly so decided in People v. Robinson.^ And if the purchaser of those shares were to secure, as part of the consideration for the payment of the purchase price, a proxy to vote upon the shares, would the transaction be illegal or immoral, or would the proxy be revocable ? So, too, general corporation laws almost universally provide that all transfers of shares, not registered upon the books of the corpo- ration, shall be void except between the parties thereto. Under this provision, can the corporation or other stockholders success- fully challenge the vote of the transferrer, whose name appears on the books of the corporation as the registered owner, because of the fact that he has no beneficial ownership in the corporation? 1 64 Cal. 373.