[Download] "Higgins v. Coyne" by First Appellate District, Division One District Court Of Appeal Of California * eBook PDF Kindle ePub Free

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eBook details

• Title: Higgins v. Coyne
• Author : First Appellate District, Division One District Court Of Appeal Of California
• Release Date : January 21, 1946
• Genre: Law,Books,Professional & Technical,
• Pages : * pages
• Size : 57 KB

Description

On March 15, 1940, a dividend was declared upon defendants common stock at a special meeting of defendants board of directors attended by only four of its seven directors. No notice of the meeting was given to the directors as required by section 307a of the Civil Code, nor did the absent directors sign a waiver of notice or a consent to the meeting or an approval of its minutes as required by section 307b of the Civil Code. Plaintiff who was then vice-president of the corporation as well as one of its directors was present at the meeting. The dividend was paid in cash to all holders of common stock, but the seven directors who were also holders of such stock, immediately returned their dividends to the corporation and received in exchange promissory notes in amounts equal to their respective dividends. Only one of the seven notes has been paid. The present action was brought on April 14, 1944, to recover upon the one given plaintiff. The trial court found "that any irregularity in the declaration of the dividend of March 15, 1940, has been ratified and confirmed by [defendant] corporation" and entered judgment for plaintiff. Defendant appeals.

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