Page:Federal Reporter, 1st Series, Volume 1.djvu/285

 BBCHEB V. WELLS FLOUKING MILL 00. 277 �ing such debt until after thia stock has been transferred to the complainants upon the bocks of said company; and that the said defendants, and each of them, may be restrained and probibited from voting upon any stock so, as aforesaid, assigned to complainants; and from further increasing the debt of said company by any proceeding, or in any manner whatever, until the further order of the court. A perpetuai injunction is also prayed for, as well as general relief. �The defendant corporation was organized under the laws of the state of Minnesota, (Minn. Eev. St. 396,) and has been in operation since May 30, 1879, incurring an indebtedness, up to this time, for improvements and milling machinery, to the maximum allowed by the articles of association. �It is proposed to call a meeting for the purpose of increas- ing the stock of the corporation, in accordance with the law, to meet the demands of business, and no notice has been given the complainants. �It is pretty well settled that the assignees of sto&k certifi- cates in a corporation, by assignment from persons to whom the certificates were originally issued, are not, by virtue of such assignment, shareholders, when the transfer of sliares is required to be made upon the books of the company. See Field on Corporations, 75 ; Angel & Ames on Corporations ; Minn. Eev. St. 398, § 136. �The mere assignment gives the assignee an equitable title only, exeept as against the assigner. The certificates do not constitute property in the corporation; they are the muni- ments of title, but it is the shares of stock which constitute the property, and the persons whose names appear upon the books of the corporation are presumed to be the stockholders ; they have the right to vote and participate in directing the policy of the company. The corporation has not recognized the complainants as stockholders, and thus waived any right to require such registry, and the affidavits read on the hear- ing do not make it clear that a demand for the transfer of the stock was ever made. If it was, and there was a refusai to comply, legal proceedings would undoubtedly secure to the complainants the proper relief. It is clear that if this court ��� �