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 156 HARVAD LAW REVIEW.

to allow the trustee to commit a fraud on the cestui que trust unless the trust appeared on the books. ^ The right to such com- plete disregard of equitable interests rested perhaps not so much on decisions as on dicta which may be attributed to a careless over-emphasis of the fact that the legal interest, and, in general, the entire control of stock held in trust, is in the trustee.

In case of refusal by the officers of a company to transfer on the books at the request of the owner of stock, the proper remedy was not wholly clear in the last century. In the case of King v. Douglass^ an application was made for a mandamus to compel a transfer. Lord Mansfield refused to allow this extraordinary remedy, and suggested a special action of assumpsit, and prob- ably that action would have been held proper. Whether specific performance of the obligation would be enforced by equity was not suggested, but it is not unlikely that such a remedy would have been allowed.^

The right of a shareholder to vote at the election of officers, and in regard to by-laws for the management of a business corporation, was formerly precisely analogous to the similar right necessarily possessed by the members of all corporations from their origin, such as the members of a municipal corporation, for instance, still possess. That is, each shareholder was entitled to one vote if given by him in person. This was at first the rule in the East India Company, but naturally enough, it soon became distasteful to the larger owners, and various changes were made at different times; for example, that only holders of ^^500 stock should have the right to vote, the smaller holders being allowed to pool their stock to make up the necessary amount.* This was simply a re- striction of the suffrage. The units of which the corporation was composed were still considered to be the members, as is the case in municipal corporations and guilds, — not shares, as is the case in the modern joint-stock corporation. The gradual progress from the old view to the modern one is shown by the changes in the power of voting. It soon became usual to allow the larger holder more than one vote, and it was customarily provided in the char- ters how many votes should belong to the owner of a given num-

1 Stockdale v. South Sea Co., i Atk. 140; s. c. Barnard. Ch. 363. ^ 2 Doug. 524.

son's Bay Company, i Str« 645.
 * See Meliorucchi v. Royal Exchange Ass. Co., i Eq. Cas. Abr. 8, pi 8; Gibson v, Hud-


 * Maqpherson, Hist, of Com. 125.