Railroads -- United States; Railroads -- United States -- Finance
In January the Coal & Iron Company quietly held its annual election,
and chose Mr. Gowen president. As the time for the postponed election
of the Railroad Company came round, the activity of both sides became
intense. Both Gowen, who was still in London, and the McCalmonts issued
calls for proxies. The former appealed to the shareholders to save
the property from passing into the hands of the Pennsylvania Central
Railroad Company, which he said was believed to be the ruling power
behind the McCalmont litigation. The latter objected vigorously to this
charge, and pointed out that the Reading managers held only 16,500
shares of the company’s stock, and that some of them had barely enough
to qualify them for the positions which they held.[181] The McCalmonts,
furthermore, applied to the courts for an injunction to prevent Gowen
from voting on the shares pledged as collateral for the floating
debt. They maintained with some justification that these shares could
not legally be voted, and that it was particularly illegal for the
president to use them to elect himself.[182]
On March 12 the Court of Common Pleas issued a decree regulating the
conditions under which the election should be held, providing for the
separate count of votes of shares transferred three months before the
election, and for the ultimate reference of all disputed points to
the Court. By this time Mr. Gowen had become alarmed at the apparent
strength of the McCalmonts, and had come to realize that a possible
disenfranchisement of a part of his own holdings on the ground of too
recent transference might lessen his chances of retaining control. He
recalled, however, that the annual meeting had been postponed from
January 10 to March 7, and finally to March 14. This, it occurred to
him, might transform it from a regular to a special meeting, and might,
according to the terms of the company’s charter, make necessary the
presence and vote of a majority of all the shares outstanding, instead
of a simple majority of all the shares on hand. If this should be true
a disenfranchisement of his holdings would be of less importance; for
whether disenfranchised or not, these would form part of the total
shares outstanding, of which an absolute majority would be required.
Public-domain text, read in full here on John Shaqi.
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