Lewis
Spreckels-Rosekrans Inv. Co. v. Lewis
Opinion
Lead Opinion
Healy, J.
In 1917 the Chase National Bank caused Chase Securities Corporation to be organized for the purpose of dealing in securities, that being á type' of business in which the Bank itself could not legally engage. The Bank provided capital for the affiliate by declaring a special dividend in its favor in return for the issuance by the affiliate of *983 all its capital stock pro rata to the stockholders of the Bank. The stockholders surrendered their certificates and received in return instruments with the certificates of stock in the Bank and the Securities Corporation printed on opposite sides.
Under the agreement contemporaneously made the stock of the Bank and that of the affiliate could not be transferred or dealt in separately, but only in units comprising one share of stock of each corporation. This agreement might be modified or terminated only by vote of a stated percentage (more than a majority) of the shares both of the Bank and of the affiliate. While the arrangement persisted, market quotations in respect of the stock were always in terms of a share of stock of the Chase National Bank. Dividends of the two corporations were paid as a unit.