the assets of the company are concerned this is an idle threat. The majority of stockholders cannot sell the assets of the company and keep the consideration, but must allow the minority to have their share (Menier v. Hooper’s T. W., 9 L. J. Ch. App. Ca. 350, 354.) And the language of Judge Wallace is noteworthy in Ervin v. O. R. & N. Co., 27 Fed. Rep. 630: “It cannot be denied that minority shareholders are bound hand and foot to the majority in all matters of legitimate business . . . but the corporate powers can only be exercised to accomplish the objects for which they were called into existence, and the majority cannot control these powers to pervert or destroy the original purpose of the corporations. 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.” And it has lately been held by Judge Wheeler, in Woodruff v. The D. & S. C. R.R. Co., that where stock is deposited in such a trust with power to vote and sell, but the stock certificates, though deposited, are not actually assigned to the trustees, that such a deposit, with the attendant power to vote, is revocable by a single stockholder at any time.
But the only case in which the general status of these trusts has yet approached discussion is that of the State of Louisiana against the Cotton-oil Trust, now still pending. The bill charges that this organization, although a foreign association carrying on business in Louisiana, has no domicile or place of business in that State, or known agent upon whom process can be served, as the Constitution of the State requires; and, further, has no license or permit to carry on business, and pays no taxes to the State of Louisiana or the city of New Orleans. The bill reviews the history of the association from its beginning, alleging, inter alia, that it was never properly incorporated, like other incorporations, but sprang into life as an association under an agreement and by-laws which it has kept to this day a profound secret; that it was established for the purpose of controlling and monopolizing the cotton-seed market; and that, having secured possession of the leading mills in the State, it has proceeded to depreciate the value