Southern Electric Securities Co. v. State

Citations

• 91 Miss. 195
• 44 So. 785

Syllabus

<p>1. Corporations. Bes judicata. Parties.</p> <p>A decree holding a corporation to be a trust and enjoining it from voting the stock of anothér corporation not a party to the proceeding is not res adjudicata as to such other corporation in a subsequent action to forfeit its charter.</p> <p>2. Same. Trusts. Monopolies. Evidence.</p> <p>On the complaint of the state that a corporation is an illegal trust, it is proper for the courts to look through the various steps which led to its organization to discover its purpose.</p> <p>3. Same. Bights and, duties. Franchises. Surrender of control.</p> <p>Corporations, being creatures of the law and deriving their powers from it, have not all the rights and powers of individuals, and cannot surrender their franchises nor delegate their duties to others, with the freedom of an individual.</p> <p>4. Same. Consolidation. Constituent corporations. Violating charters.</p> <p>A combination of two or more corporations for a legitimate purpose, and which' is unobjectionable as a combination, may be subject to attack if a trust form is adopted, on the ground that each constituent corporation has violated some provision of its charter or some principle of the law of its creation.</p> <p>5. Same. Monopolies. Forms of consolidation. Trusts.</p> <p>A consolidation of corporations to stifle competition, by organizing a securities corporation to hold the control of the stock of the various consolidated companies, leaving each to continue its corporate existence, is illegal.</p> <p>6. Same. Action Toy state.</p> <p>Where several corporations consolidate for the purpose of stifling competition, by organizing a holding company to which a majority of their stock is transferred, the state may proceed against any of the constituent corporations organized under its laws which has violated its charter rights or the public policy of the state in entering such combination, or it may pass over the constituent corporations and proceed against the holdin