CORPORATIONS - EXCULPATORY PROVISION IN BOND - STOCKHOLDERS' LIABILITY FOR ILLEGAL DIVIDENDS

Authors

Abstract

A bondholders' protective committee sued a holding company under a Michigan statute making stockholders in street railway companies, who knowingly receive dividends in impairment of capital stock, liable for corporate debt then existing and subsequently accruing while they remain stockholders. The defense relied on was a "no recourse" clause in the bonds wherein the creditors waived their rights to any assessment whatsoever "against any incorporator, stockholder, officer or director of the railway company, or any successor corporation." Held, the "no recourse" clause waived only liabilities where the defendant acted in good faith; not where the defendant acted fraudulently in knowingly receiving illegal dividends. Abercrombie v. United Light and Power Co., (D. C. Md. 1934) 7 F. Supp. 530.

Recommended Citation

CORPORATIONS - EXCULPATORY PROVISION IN BOND - STOCKHOLDERS' LIABILITY FOR ILLEGAL DIVIDENDS, 33 Mich. L. Rev. 1099 (1935).
Available at: https://repository.law.umich.edu/mlr/vol33/iss7/11