CORPORATIONS-DISSOLUTION-DISTRIBUTION OF ASSETS BETWEEN PREFERRED AND COMMON STOCKHOLDERS

Authors

Abstract

The Commonwealth Hotel Construction Co. became insolvent, and, after the creditors had been paid in full, the preferred and common stockholders disagreed to the distribution of the remaining assets. The articles of incorporation provided that the holders of preferred stock should be entitled to dividends at the rate of seven per centum per annum which should be cumulative "so that, if dividends for any past dividend period at the rate of seven per centum per annum shall not have been paid thereon or set apart therefor, the deficiency shall be fully paid or set apart, but without interest, before any dividend shall be paid or set apart for the common stock." The articles of incorporation further provided that "The holders of the preferred stock shall be entitled to be paid in full the par value thereof, and all unpaid dividends accrued thereon, before any amount shall be paid or any assets distributed to the holders of the common shares." The question came before the court whether the phrase "all unpaid dividends accrued thereon" should be construed to mean that on dissolution, before the common stockholders should receive anything at all, the preferred stockholders were to receive all of the back dividends which would have been declared had the corporation been successful or that the meaning was that the preferred stockholders were to receive only those preferred dividends which the corporation as a going concern had earned but had never paid. The court held that on dissolution the preferred stockholders were only entitled to the par value of their shares, plus any dividends which had actually been earned. Penington v. Commonwealth Hotel Construction Co. (Del. Ch., July, 1930) 151 Atl. 228.

Recommended Citation

CORPORATIONS-DISSOLUTION-DISTRIBUTION OF ASSETS BETWEEN PREFERRED AND COMMON STOCKHOLDERS, 29 Mich. L. Rev. 250 (1930).
Available at: https://repository.law.umich.edu/mlr/vol29/iss2/19