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 Latest Important Cases utility of subjecting corporations to criminal liability. . . . The absurdly oppressive pro ceeding against the Standard Oil Company of Indiana, resulting in a colossal fine, be trayed the influence of popular clamor, but it must not be overlooked that the determina tion of the trial court was as promptly as possible reversed by the Circuit Court of Appeals. We do not believe that penal statutes affecting corporations will be abused by being systematically used as a means of oppression." Corporations. Holder of Voting Trust Cer tificate—Stockholders. N. J. In an opinion filed in March, in the case of 0' Grady v. U. S. Ind. Telephone Co., the New Jersey Court of Errors and Appeals held that the holder of a "voting trust" certificate is the beneficial owner of the stock represented by it in the hands of the "voting trustees," and a stockholder within section 69 of the corporation act, and as such entitled to institute liquidation proceedings. Corporations. Rights of Preferred Stock holders upon Dissolution. N. J. A corporation organized in New Jersey provided in its certificate for the creation of preferred stock, "the holder thereof to receive and the company to pay a fixed yearly divi dend of six per cent before any dividend shall be set apart or paid on the general stock." The New Jersey Court of Errors and Appeals, in Lloyd et al. v. Penn. El. Vehicle Co., decided Mar. 1 (N. Y. L. J. Mar. 8), held that upon the dissolution of the corporation the preferred stockholders were entitled only to the preference set forth in the certificate and were not to be paid on account of the par value of their shares in preference to the common stockholders. Corporations. One Cannot Organize An other—Illegal Increase of Capital Stock. N. Y. One corporation has no power to organize another, much less can a corporation by a vote instruct its directors to organize a new company and convey to it certain real estate. In rendering this decision, Schwab v. E. G. Potter Co. et al., decided Mar. 2 (N. Y. L. J. Mar. 12), the New York Court of Appeals held that the proposed plan, which amounted practically to an increase of the capital stock, was ultra vires. Corporations. Right to Merge— Unanimous Consent of Stockholders Necessary. N. J.

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The New Jersey Court of Errors and Ap peals, in Colgate v. U. S. Leather Co., and Johnston v. U. S. Leather Co., decided Mar. 1 (N. Y. L. J. Mar. 9), rendered a decision following the principle stated by the Court :— "It is entirely well settled that the power of corporations to consolidate and merge is not to be implied and exists only by virtue of plain legislative enactment (1 Thomp. Corp. sec. 315; 7 id., sec. 8216). "It follows of necessity that there is no right to consolidate without unanimous con sent of stockholders, unless the power to consolidate has been conferred by legislation so that the power may be read into the con tract of incorporation (1 Thomp. Corp. sees. 75, 343)." Corporations. See Public Service Corpo rations. Criminal Intent. Perjury— Honest Belief in Justifying Circumstances. N. Y. The New York Court of Appeals, in People ex rel. Hegeman v. Corrigan, decided Mar. 16 (N. Y. L. J. Mar. 24), held that to constitute perjury the false statement must, under the statute, be material, the question of mate riality being for the court, and there must also be criminal intent. The Court, per Cullen, C. J., said:— "There runs through the Criminal Law a distinction between offenses that are mala prohibita in which no intent to do wrong is necessary to constitute the offense, and offenses that are mala in se in which a criminal intent is a necessary ingredient of the crime. While there are to be found both in judicial decisions and in text-books elaborate dis cussions of what is a criminal intent, no attempt has been made to accurately define the term. Very possibly the attempt to make a definition so comprehensive as to be applicable to all cases would be futile, and it has often been doubted whether the term 'intent' is an accurate one. However this may be, it is very apparent that the inno cence or criminality of the intent in a par ticular act generally depends on the knowl edge or belief of the actor at the time. An honest and reasonable belief in the existence of circumstances which, if true, would make the act for which the defendant is prosecuted innocent would be a good defense. ... In other words, it is the knowledge or belief of the actor at the time that stamps identically the same intent as either criminal or inno cent, for the intent to take life, unless under