Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/631

CHAP. IX.] CORPORATION AND SHAREHOLDERS. [§ 610. company has no authority to sell, or lease in perpetuum, all its property and business to another corporation, and compel a dissenting shareholder to accept stock in the other company, or a fixed and arbitrary price per share of its own stock. 1 § 609. Nevertheless, if under the authority of the board of directors, whose action is ratified by the holders of all the stock represented at a shareholders' meeting, a conveyance is made of the total assets of a corporation in payment of its sole debt, the conveyance will be valid as against other shareholders, when there is no fraud and a continuance of the business' would have been ruinous. 2 § 610. The majority of shareholders, moreover, acting as the body corporate, may, when the rights of the state power of do not prevent, dissolve the corporation and wind ^soi"*/- of up its affairs. 3 Likewise it is held competent for minority, the shareholders by a by-law adopted at their first meeting to limit the term of the corporate existence. 4 But a minority cannot compel a dissolution unless there exist more substantial reasons against the further prosecution of the corporate enter- prise ; 5 nor has the minority, in the absence of fraud or wrong- 1 Boston & Prov. R. R. Co. v. New York & N. E. R. R. Co., 13 R. I. 260; Mason v. Pewabic M'g Co., 25 Fed. Rep. 882; Byrue v. Schuyler, etc., Co., 65 Conn. 336. See, also, Froth- ingham v. Barney, 6 Hun, 366; Tay- lor v. Earle, 8 Hun, 1; Lauman c. Lebanon Valley R. R. Co., 30 Pa. St. 42; In re Empire Assur. Co., Ex parte Bagsbaw, L. R. 4 Eq. 341; Clinch v. Financial Co., L. R. 4 Ch. 117; McCurdy v. Myers, 44 Pa. St. 535. Compare Buford v. Keokuk Nortbern Packet Co., 3 Mo. App. 159. But see Sawyer v. Dubuque Printing Co., 77 Iowa, 242. 2 Hancock v. Hoi brook, 9 Fed. Rep. 353. See, also, Buford v. Keo- kuk Northern Packet Co., 3 Mo. App. 159; Sheldon Hat Blocking, Co. v. Eickemeyer Hat Blocking, etc., Co., 90 N. V. 607. 3 Treadwell r. Salisbury M'f'g Co., 7 Gray, 393; Lauman v. Lebanon Valley R. R. Co., 30 Pa. St. 42; Merchants,' etc., Line v. Wagner, 71 Ala. 581; Trisconi v. Winship, 43 La. Ann. 45; Berry v. Broach, 65 Miss. 450; Skinner v. Smith, 134 N. Y. 240. See Webster v. Turner, 12 Hun, 264; Ervin v. Oreg. Ry., etc., Co., 23 Blatchf. 517; Price v. Hol- comb, 89 Iowa, 123; Pringle v. Elt- iugham Cons. Co., 49 La. Ann. 301. In regard to national banks the stat- ute (U. S. Rev. St., § 5220) provides that they may go into liquidation and be closed by a vote of the share- holders owning two-thirds of the stock. 4 Merchants,' etc., Line v. Wagner, 71 Ala. 581. 5 See Matter of Pyrolusite Man- ganese Co., 29 Hun, 429; O'Connor v. Hotel Co., 93 Tenu. 708, in which demurrer to complaint was over- ruled. It has been held that an in- solvent corporation may be dissolved 611