ation all
its assets for one hundred and twenty-five thousand dollars. We
underwrite the stock of Lallapaloosa at fifty cents a share, thus
supplying the new corporation with the funds with which to purchase the
properties of the old. In a word we shall get Horse's Neck for a hundred
and twenty-five thousand and have three hundred and seventy-five
thousand left out of what we subscribe to underwrite the stock to put
it on its feet."
"That's all right," debated Hunn. "But how about the other stockholders
in Horse's Neck that Beck referred to? Where do they come in?"
"I've thought of that," returned Elderberry. "Of course you can't just
squeeze 'em out entirely. That wouldn't be legal. They must be given the
chance to subscribe at par to the stock of the new corporation on the
basis of one share in the new for every ten they hold in the old; or, as
Horse's Neck is a Delaware corporation, to have their old stock
appraised under the laws of Delaware. In point of fact, they've all
written off their holdings in Horse's Neck as a total loss years ago and
you couldn't drag 'em into putting in any new money. They'll simply let
it go--forfeit their stock in Horse's Neck and be wiped out because they
were not willing to go in and reorganize the property with us."
"They would if they knew about Amphalula," remarked Beck.
"Well, they don't!" snapped Greenbaum, "and we're under no obligations
to tell 'em. They can infer what they like from the fact that Horse's
Neck has been selling for ten cents a share for the last three years."
"Is that right, Chippingham?" inquired Beck of the attorney who was in
attendance. "I mean--is it legal?"
"Perfectly legal," replied Mr. Chippingham conclusively. "A corporation
has a perfect right to dispose of its entire assets for a proper
consideration and if any minority stockholder feels aggrieved he can
take the matter to the Delaware courts and get his equity assessed.
Besides, everybody is treated alike--all the stockholders in Horse's
Neck can subscribe pro rata for Lallapaloosa."
"Only they won't," grinned Scherer.
"And so, as they are wiped out--the new corporation--that is us--in fact
gets their equity, just as much as if they had deeded it to us."
"That is, we get for nothing about one-half the value of the property,"
agreed Elderberry. "Now, I've been over the list and I don't think
you'll hear a peep from any of them."
"He's got 'em on the list--he's got 'em on the lis
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