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Page 7 - In many instances they may be misled without any fault of their own, just as the most careful person may sometimes be induced to purchase property from one who has no title, and who may perhaps have acquired its possession by force or larceny. Neither the absence of blame on the part of the officers of the company in allowing an unauthorized transfer of stock, nor the good faith of the purchaser of stolen property, will avail as an answer to the demand of the true owner.
Page 10 - It is bound to use reasonable diligence in every case to ascertain whether or not a transfer of stock requested is duly authorized by the former owner, to make those transfers that are so authorized, and to prevent those that are unauthorized; and for every breach of this obligation it is legally liable to the parties injured for the damage it thus inflicts.
Page 7 - The officers of the company are the custodians of its stock -books, and it is their duty to see that all transfers of shares are properly made, either by the stockholders themselves or persons having authority from them. If upon the presentation of a certificate for transfer they are at all doubtful of the identity of the party offering it with its owner, or if not satisfied of the genuineness of a power of attorney...
Page 7 - Upon the facts stated there ought to be no question as to the right of the plaintiffs to have their shares replaced on the books of the company and proper certificates issued to them, and to recover the dividends accrued on the shares after the unauthorized transfer ; or to have alternative judgments for the value of the shares and the dividends. Forgery can confer no power nor transfer any rights.
Page 10 - Neither the absence of blame on the part of the officers of the company in allowing an unauthorized transfer of stock, nor the good faith of the purchaser of stolen property, will avail as an answer to the demand of the true owner. The great principle that no one can be deprived of his property without his assent, except by the processes of the law, requires in the cases mentioned that the property wrongfully transferred or stolen should be restored to its rightful owner. The...
Page 18 - ... existing under the laws of this State, certificates of which shares of stock shall be within or without the State; (d) The transfer of shares of capital stock of all corporations organized and existing under the laws of any other state or country, regularly admitted to transact business in this State, to the extent of the value of such shares of stock represented by property actually in this State.
Page 11 - If, with another certificate already outstanding for the same shares, to re-issue the certificate would mean an illegal overissue of the stock, the corporation has just two alternatives: either to go out on the market and buy in enough of its own stock to meet the claim, or to settle in cash.
Page 15 - In view of all other precautions adopted by defendant, and particularly that of registration, I am unable to discover wherein such action can be held to be an act of omission of due care on the part of defendant.
Page 19 - Taken all in all, then, it can readily be seen that something besides honesty and intelligence is required in transferring a corporation's stock in these days of multifarious laws, if the corporation is to be free of danger from unexpected liabilities.