Page:Federal Reporter, 1st Series, Volume 10.djvu/439

 FLAGG V. MANHATTAN BY. 00. ���427 ���large, received after the date of the accruing of the dividend ; that the officers of the Metropolitan, -who have actively labored to consum- mate said arrangement, have betrayed its true interests, and the rights and interests of its shareholders, influenced thereto by corrupt motives, and by personal interest hostile to their position and duties as its directors ; that atan election of directors held in July, 1861, Eussell Sage and Jay Gould became for the first time directors of the Metropolitan ; that the Manhattan being shortly thereafter, and on or about July 1 3th, placed in the hands of receivers, its shares became very much depressed in value, and in August following sold as low as $16 per share ; that thereupon said Gould, being a director of the Metropol- itan, began purchasing shares in the Manhattan, and on Oetober 8th had standing in his own name, on the books of the Manhattan, 20,000 shares; that 1,000 shares then stood in the name of the son, George J. Gould, 1,100 shares in the name of W. E. Connor, and 12,400 shares in the name of W. E. Connor & Co., who have heretofore aeted as the brokers of said Gould in the purehase and sale of stock, and in which firm said Gould is a partner; that said 14,500 shares belong to or are held in the interest of said Gould ; that when said agree- ment was made he had invested in the stock of the Manhattan over $500,000; that said Sage, a director and the president of the Metro- politan, is largely interested in the stock of the Manhattan, though his name appears on its stock register as the holder of only 100 shares; that said Gould is in his own name the largest holder of stock in the Manhattan, substantially all of which he bas acquired since he became a director of the Metropolitan; that he, together with saidT Sage, took an active and the principal part in the negotiations which led to the agreement of Oetober 22d; that the negotiations on the part of the New York were conducted by its president, Cyrus W. Field; that though he holds, as appears by the stock register of the Manhattan, only 100 shares of its stock, he bas become largely interested in the Manhattan, and began to purehase shares of it as soon as it seemed probable said agreement would be executed and in view of its being carried into effect ; that said Sage, who, as president of the Metro- politan, executed said agreements of Oetober 22d, and said Gould, who actively influenced their execution, were, from their fiduciary position, disqualified from executing the same without the cousent of the shareholders of the company they represented, and that the same were executed corruptly, for the personal ends of the signera of the same. ��� �