Page:Henry Osborn Taylor, A Treatise on the Law of Private Corporations (5th ed, 1905).djvu/594

 § 568.] THE LAW OF PRIVATE CORPORATIONS. [CHAP. IX. " obtained from the use and disposal of the capital stock . ... to those purposes for xohich the company is constituted." Should the capital be employed for unauthorized purposes, the shareholders might not be absolutely entitled to the profits arising from such use even after they had been declared in the form of a dividend ; for circumstances are conceivable under which the shareholders might, at least to the extent of divi- dends received by them, be called on to meet any liability subsequently arising from the improper employment of the capital. And those directors or shareholders who had actively participated in the improper acts might possibly be held liable personally to persons injured thereby. § 568. After a dividend has been declared each shareholder has as against the corporation an unconditional right to his portion of it; 1 but cannot sue the corporation for it without a previous demand. 2 The discretion of the corporate management is exhausted in de- claring the dividend ; thereupon their only function is to pay it to the shareholders. 3 But it has been held that Rights of share- holders after a divi dend has heen de- clared. the fund thus created as remains un- impaired, and is not liable for the debts of the corporation." Burrall v. Bushwick R. R. Co., 75 N. Y. 211, 216. Compare State v. Morristown Fire Ass'n, 23 N. J. L. 195; Williams v. Western Union Tel. Co., 93 N. Y. 162, 188. An attachment of shares does not encumber the property of the com- pany or prevent the company from assigning it. Gottfried v. Miller, 104 U. S. 521. Compare Van Nor- man v. Jackson, Circuit Judge, 45 Mich. 204. A shareholder has no interest in real estate owned by his corporation that will entitle him to a vendor's lien thereon as against a company formed by the consolida- tion of his company with another. Cross u. B. and S. W. R. Co., 58 Iowa, 62. Shares are not " securities." Camp- bell v. Morgan, 4 111. App. 100; Ogle 574 v. Knipe, L. R. 8 Eq. 434; Collins v. Collins, L. R. 12 Eq. 455; Hudleston v. Gouldsbury, 10 Beav. 547. Shares are choses in action. Keyser v. Hitz, 2 Mackey (Dist. of Col.), 473; Webb v. Balto., etc., R. R. Co., 77 Md. 92. Shares are personal property. Tre- gear v. Water Co., 76 Cal. 537. 1 Beers v. Bridgeport Spring Co., 42 Conn. 17; King v. Patterson, etc., R. R. Co., 29 N. J. L. 82. See Mat- ter of Le Blanc, 14 Hun, 8; aff'd 75 N. Y. 598; Albany Fertilizer Co. v. Arnold, 103 Ga. 145. But when a corporation declares a second divi- dend to be substituted for the former one, a shareholder accepting the sec- ond is estopped to claim the former one. Albany Fertilizer Co. v. Ar- nold, 103 Ga. 145. 2 State v. Baltimore and O. R. R. Co., 6 Gill (Md.), 363; cf. Armantc. Railroad Co., 41 La. Ann. 1020. 3 It has recently been held in