Railroads -- United States; Railroads -- United States -- Finance
On March 12, two days before the appointed date, Mr. Gowen issued a
letter to the shareholders. “I hold,” said he, “up to the present time,
the proxies of 1921 shareholders of the company, owning 359,500 shares
of the capital stock, being very considerably more than a majority of
all the shares.... Of the shares for which I hold proxies, so large
a proportion, however, may possibly be disenfranchised by failure to
register, that if the legal meeting of the stockholders is held on
Monday next, and it should subsequently be determined by the Court
that three months’ prior registry is essential to confer the right of
voting, it may be possible that the wishes of the great majority of
_bona fide_ shareholders may be overruled by a minority.... I have
determined to abstain from attending the meeting, and I earnestly
request all shareholders who support the present management to absent
themselves from the meeting on Monday, and thus to give legal effect
to their wishes by making it impossible for the minority to secure the
attendance of a quorum....”[183]
Mr. Gowen’s friends, English and American, followed his suggestion;
and at the meeting on Monday but 211,095 out of 687,663 registered
shares appeared to vote. The immediate result was the almost unanimous
election of Mr. Bond, the candidate of the McCalmonts, which was
followed by litigation on the part of Mr. Gowen, disputing the legality
of the election. By the terms of the decree under which the election
had been held, the matter came first before the Court of Common
Pleas, which, on April 9, decided that the meeting had been a legal
one, and that the officers then voted for by the McCalmonts had been
duly elected. With the above court ranged against him, Mr. Gowen took
appeal to the Supreme Court of the state, and meanwhile declined to
surrender his position. On April 11 the new board proceeded to the
Reading offices in Philadelphia, made formal demand for admittance, and
were refused. On April 22 President Bond issued formal notice of his
election. An injunction was asked against Mr. Gowen, but was held back
until the Supreme Court should have taken action. Meanwhile the old
board of managers announced that if a decree supporting the decision of
the Court of Common Pleas should be rendered they would make no further
opposition; and the transfer agents of the company in Philadelphia
and New York refused to transfer any stock until the dispute should
have been settled. On April 19 an order of the United States Court
interfered with Mr. Gowen’s exclusive possession, and compelled him
to furnish to Messrs. Frank S. Bond, etc., suitable accommodations
in the offices of the Philadelphia & Reading Railroad Company, with
free access to all books and papers. In May the Supreme Court rendered
its decision, holding the meeting of March 14 to have been a regular
meeting, and a majority of all the stock outstanding not to have been
required for a quorum. Gowen asked for a rehearing, which was denied,
Public-domain text, read in full here on John Shaqi.
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