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295 HARVARD LAW REVIEW. VOL. VIII. JANUARY 25, 1895. No. 6. LEASE OF RAILROAD BY MAJORITY OF STOCKHOLDERS WITH ASSENT OF LEG- ISLATURE. [The following notes were made with a view to preparing an opinion In Dow V. Northern R. R., et als., decided some time since in the Supreme Court of New Hampshire, and not yet reported. Notes on another point investigated in this case were printed in 6 Harvard Law Review, 161-183, 213-222. The facts may be briefly stated as follows : The Northern Railroad was char- tered in 1844. The corporation was authorized to construct, and keep in use, a railroad from Concord to Lebanon. Section 11 provides that " The Legislature may alter, amend or modify the provisions of this Act, or repeal the same, notice being given to the corporation, and an opportunity to be heard." Chapter 100, Sect. 17, Laws of 1883, enacts that "Any railroad corporation may lease its road, railroad property, and interests to any other railroad corporation," upon such terms, and for such time as may be approved by a two-thirds vote of the stockholders of each corporation. It was assumed that the Northern Railroad had notice of the proposed passage of this statute. On June 18, 1884, the stockholders of the Northern Railroad, by a vote of more than two-thirds, approved a lease to the Boston & Lowell R. R. On the same day, pursuant to this vote, the Northern Railroad, by its President, executed to the Boston & Lowell R. R. a lease, for ninety-nine years, of the railroad, rolling stock, etc.. of the lessor ; the lessee to pay a quarterly rental, and perform various other covenants. _ Dow and Robertson, stockholders in the Northern Railroad, voted against approving the lease ; and seasonably filed a bill in equity, praying that the Boston & Lowell R. R. be enjoined from operating the road under the lease, and that the Northern Railroad and its directors be ordered to assume the management of the road. 40