This section is from the book "Problems In Private Finance", by Charles W. Gerstenberg. See also: The Private Equity Edge: How Private Equity Players and the World's Top Companies Build Value and Wealth.
1. Under what kinds of laws were the General Electric Company (pp. 26-33) and the United States Steel Corporation (pp. 59-65), respectively, created?
2. If you were to form a business, like which of these two corporations would you form it?
3. Point out the difference in purpose and scope between the 'certificate of incorporation of the United States Steel Corporation (pp. 59-65) and the by-laws (pp. 66-79) of that corporation.
4. A, B and C offer the Secretary of State a certificate of incorporation providing for two classes of stock, one of which, like Bethlehem Steel B stock (p. 763), will have no voting power. The Secretary of State refuses to file it, on the ground that stockholders have the right to vote for directors and that this right cannot be taken away from them. Will the courts compel him to accept it?
5. Company X has two classes of stock, common and preferred. A holds one share of preferred. At a meeting of the stockholders it is moved and seconded that the certificate be amended to increase the preferred dividend from 7 to 8 per cent and to offset this by depriving the preferred stock of its voting power. A objects. What right has A?
6. A, an I. W. W. leader, buys one share of common stock in the U. S. Steel Corporation, and six months later demands at the office of the company a list of the stockholders, with their addresses, that he may write to the stockholders remonstrating against the labor policy of the company. Will the company be justified in refusing him the list? (See S. C. L.1 of N. Y., Sec. 32; N. J., Sec. 33.)
7. A, in problem 6, also demands that he be permitted to inspect the cash-books, ledgers and other financial books. The company refuses him permission. What are his rights? (See S. C. L. of N. Y., Sec. 69.)
8. If A were a director, would he have any right to inspect these books ?
9. A partnership has incorporated its business and it asks you to provide the necessary books. What books will you procure?
10. Read pages 99 and 100. Suppose that the by-laws of the X Company, a New York Corporation, provided that a majority of the stockholders in interest might ratify a mortgage. Directors ask the stockholders to ratify a mortgage. Of $12,000,000 capital stock, nine million is represented at the meeting, six million vote in favor of the mortgage, three million against. Will the bonds be valid legal obligations of the company?
11. If the meeting referred to on page 89 had been called by a notice similar to that on page 88 (with the necessary changes of dates), would the action of the stockholders in authorizing the hond issue have been legal?
12. The by-laws of the X Corporation provide that "at any meeting of the stockholders, 51 per cent of the capital stock of the company, present in person or represented by proxy, shall constitute a quorum for all purposes, unless the representation of a larger number shall be required by law, and, in that case, the representation of the number so required shall constitute a quorum." Of 100 shares of capital stock, A owns 50 and B owns 50. A controls two directors and B one. The annual meeting, at which directors are to be elected, is to be held. A and B have a disagreement.
1 S. C. L. refers to Stock Corporation Law; the Business Corporation Law will be referred to as B. C L.. and the General Corporation Law as G. C. L.
What should A do to insure a continuation of his control? (See S. C. L. of N. Y., Sec. 25; also 15 A. D. 530; N. J., Sec. 34.)
13. A sells his stock to B, who neglects to transfer the stock on the books of the company. A and B both appear at the meeting. Which should be given admittance? (See G. C. L. of N. Y., Sec. 23; N. J., Sec. 40.)
14. The Statute of the State of Maine does not refer to the question of the method of voting by stockholders. Suppose that you bought a majority of the stock of a Maine corporation and wanted to elect its board of directors, what would you do? How could you make the rules of the State of New York on the question of voting apply to a Maine company? (See G. C. L. of N. Y., Sec. 23; N. J., Sec. 36.)
15. If you were the presiding officer at a stockholders' meeting of a New York corporation and the stockholders claimed the right of cumulative voting, what would you do? (See G. C. L. of N. Y., Sec. 24; N. J., Sec. 38 1/2.)
16. Assume that nine directors are to be elected by the California Petroleum Corp. (pp. 101-104) and that the company has issued its maximum stock provided by its certificate. How many shares would you have to own to elect six of the directors under the cumulative plan of voting?
17. If you own 501 shares out of 3,000 voting shares, how many of the five directors can you safely seek to elect?
18. Under the cumulative plan of voting, how many shares of the United States Steel Corporation (assuming that the total capital stock has been issued) would you require to elect a majority of the directors whose terms expire each year? (See pp. 59-65.)
19. Imagine the names of the directors whom you are to put in control of the United States Steel Corporation under the plan mentioned in the last problem. Draw up a ballot as per form given on page 90.
20. Suppose you sent in the proxy given on page 88 and then wanted to attend the meeting yourself. What could you do about the matter?
21. As far as you can determine from the voting-trust agreement given on pages 91-97, is it valid?
22. Would the said agreement be valid if it applied to a New York corporation? If not, how could it be made valid? (G. C. L. of N. Y., Sec. 25.)
23. The creditors of an insolvent New Jersey company agree not to foreclose if they can get control of the company till it pays for its bonds. Can you suggest a method of accomplishing this end?
24. Can you suggest any purposes, other than those already suggested, for which a voting trust could be formed?
25. How may the objects obtained through the voting trust be secured permanently?
26. Very briefly describe what are likely to be the duties of the officers, committees, agents and departments of the Westinghouse Electric Company. (Refer to pp. 627-629.)
27. Draw a chart of the organization of the Westinghouse Electric Company.