Star Publishing Company v. Ball
Indiana Supreme Court · 1922-02-16 · cited 17×
In Star Publishing Company v. Ball, the owner of preferred stock in the publishing corporation sued to block the company's attempt to redeem his shares, cancel related bond issuances, obtain an accounting, and compel dividend payments. The court held that the preferred stock was not redeemable at the company's option during the corporation's 50-year term, ordered payment of $39,050 in dividends, mandated cancellation of $842,000 in bonds, and permanently enjoined further bond issuance without preferred stockholders' consent. The decision rested on the stock certificates' language, which provided only for priority in any redemption but did not authorize company-initiated redemption, consistent with the governing statute requiring such terms to be expressly stated. The court further reasoned that preferred stockholders are equity participants rather than creditors, and that directors' discretion to withhold dividends is limited when net profits exist and the refusal would be oppressive, particularly with non-cumulative preferred stock. The judgment of the trial court was affirmed.